Practice Makes Progress
by Obsidian Skin
Summary: Even superheroes need to train. Peter learns that training with Avengers takes a lot more than just brute strength.
1. Lesson 1: How to Save a Civilian

**A/N:** Trying out my hand in the MCU. I'm sorry if the characters are OOC! If you notice any grammar mistakes, please let me know! You deserve nothing but the best. Thinking of making this into a multi-chapter fic. Let me know if you agree! If it does take off, let me know if there's something you'd like to see in the future!

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of others! ;)

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"Welcome back, Mr. Parker."

A grin stretched across Peter's face as the familiar Irish brogue filled the elevator. "Hey, FRIDAY. Can you take me to see Mr. Stark?"

The request hadn't fully left his mouth yet when the elevator was thrown into motion. "Show off," he mumbled under his breath, but there was no real heat to it.

"Well, I was created by Mr. Stark," the AI quipped, "What were you expecting?"

Peter snorted as he adjusted the backpack on his shoulder. He had received a text message from Tony right as school had let out, informing him that Happy was there to pick him up and bring him to the Avengers Compound. That message was followed by three words: Bring your suit. Tony had even tagged on a spider emoji.

Whenever Tony told him to bring his suit, it usually meant one of two things. 1. They were going to spend the day in Tony's extensive lab or, 2. They were going to be training that day, and as much as Peter loved tinkering in the lab with his mentor, training days were so much more fun.

They'd work on hand-to-hand combat, evasive maneuvers, and field medicine from time to time.

Most of the time it was just him and Tony, but on rare occasion there'd be another Avenger in the facility and Peter would get to learn from them that day. So far, he'd had lessons from Sam, Col. Rhodes, Clint, and even from the Black Widow herself.

Peter wasn't scared of much but after sparring with Natasha, he'd definitely added a few new fears to his list.

The Avengers training facility was located in the basement of the Compound and judging from the fact that FRIDAY sent the elevator down instead of up, Peter guessed it was a training day.

The elevator ride to the basement couldn't have lasted more than a few seconds, but Peter was already bouncing with anticipation. Was it just going to be him and Tony today? Or maybe Rhodey? Would it be the Black Widow again? He wasn't sure he could handle sparring with her again anytime in the near future.

Peter was bounding forward into the main training area before the doors had a chance to open all the way. "Hey, Mr. Stark!" He piped. "I brought my–– oh god." Peter dug his heels into the ground and was just barely able to stop himself from colliding with a six foot something wall of sheer muscle.

He scurried back a few steps as the man turned around, and Peter was embarrassed to admit that he released a small gasp when he suddenly found himself face to face with Captain America.

"You alright, kid?" The Captain placed a steadying hand on Peter's shoulder. Peter nodded quickly, his head snapping up and down on his neck a lot faster than it should.

"Yeah, yeah! Sorry, I didn't see you standing there. I don't know how I didn't see you there, you're really tall, kinda hard to miss actually, you know being larger than life and all that. Not that you're large or anything! That's _so_ not what I meant. You're not large! I mean you have large muscles but that doesn't make you large. Definitely not large." If it were physically possible, Peter would have been kicking himself at that moment. Stupid motor mouth.

"Lemme start over." Peter sucked in a huge breath and stuck out his hand. "I'm Peter."

The look on the Captain's face as he shook Peter's hand was one of amusement mixed with concern, but he didn't make any comments about the previous interaction. Instead, he responded with, "Steve Rogers. So you're the kid Tony's always talking about. Spider-Man, is it?"

Peter felt something like pride swell in his chest at the comment. Tony talked about him to the other Avengers?

He couldn't help the smile that tugged at his lips as Captain America released his hand. "Uh yeah, that's me."

"Nice to officially meet you, Peter," the older man said, placing his hands on this hips. It wasn't until the man said that that Peter realized that the only time they had met was at the airport in Germany, if you could call that a meeting.

Peter's winced at the memory. "Right… I'm sorry about that, by the way," he offered. "I mean for stealing your shield and stuff…"

The other man's hand waved in the air as if waving off Peter's words. "Don't worry about that. No harm, no foul." He gave the teenager a smile that showed off his perfectly straight, white teeth.

Oh, boy. Was everything about this man perfect?

"Laying on the charm a bit thick there, aren't we Rogers?"

Peter had to lean to side to see around the bigger man's frame and saw his mentor approaching holding a jacket in one hand and a bottle of water in the other.

"Hey, Mr. Stark!" Peter gave him a quick wave.

Tony's lip twitched upwards in what Peter decided to call a smile. "Hey, Pete. I see you've already met Cap," he gestured at the taller man with his water bottle.

Peter walked forward until he was level with Steve. "Yeah, um are you guys… I mean is everything… you know…" His eyes flicked uncomfortably back and forth between the two men. Tony opened his mouth to reply but Cap beat him to it.

"We're fine, Peter," he said, repeating his earlier action of placing his hand on Peter's shoulder. He gave it comforting squeeze before let go. He took off in the direction of a door to his left, giving Tony's shoulder a friendly pat as he passed.

Peter waited until the door had closed behind the Captain before he said anything. "What's he doing here?" He asked suspiciously, raising an eyebrow at the older man. Tony lifted a finger, signaling Peter to wait as he took a long pull from his water bottle.

It was then that Peter noticed that his mentor's face was covered in a light sheen of sweat he was breathing heavier than normal. Maybe he had been doing some solo training? It wasn't unheard of, but it also wasn't exactly normal Tony behavior.

Tony had once told Peter that he absolutely loathed having to train. Tony had said, "There is absolutely no reason why I should spend hours whacking away at punching bags and lifting glorified frisbees. I'll fight when there's a threat. Not before and not after."

Irregardless, he still trained as hard as anyone Peter had ever seen.

Peter was pulled out of his thoughts by the sound of Tony snapping the lid shut on his water bottle.

"It's a team training day," he finally responded, swinging his jacket carelessly over his shoulder, He made an abrupt about face and started walking back the way he came. Peter was quick to follow.

"Team training?" He asked. "As in the Avengers?" They stopped at the door Steve had exited through moments ago. Tony put his hand on the doorknob as he looked down at the teen.

He was silent for a moment a gazed down at the baffled look directed at him. "Promise me you'll stay cool."

Peter quickly nodded his head. "Yeah, man, of course. So cool. Totally cool." He flashed a double thumbs up. Tony rolled his eyes but twisted the knob and threw open the door anyway. Peter waited for Tony to enter first but was quick to follow.

In an instant, Peter's promise to be cool flew out the window.

The room itself was devoid of the usual training equipment and was instead outfitted with padded pillars and lone-standing rectangles all placed sporadically around the room. The floor was uneven, complete with potholes, hills, and dips.

But Peter wasn't focusing on any of that. His attention was zeroed in on the group taking a water break by the wall to Peter's right. The teenager felt his heart begin to speed up as Tony grabbed one of his arms and began to him over to the group known as the Avengers.

Natasha was the first to notice the pair coming towards the group. A small smile pulled at the corner of her mouth as she said, "Hey, Peter."

That caught of the attention of the others. Peter waved nervously at the chorus of 'Hey, Peter!'s and 'Nice to meet you.'s. Steve took the liberty of introducing Peter to everyone, making sure he knew everyone's name. It didn't escape Peter's attention that everyone was in uniform, like, full battle gear.

He cut his eyes to side to look at Tony and saw that what he had previously mistaken for compression pants was in fact the Iron Man under armor. A quick glance around the group found the Iron Man suit itself standing empty just beyond the team.

Peter, suddenly feeling severely underdressed, turned towards the brunet standing next to him. "Um, Mr. Stark?"

Tony responded with a distracted "Mhmm?" having pulled his phone out of god knows where and was currently pecking away at the keys.

"Should I get changed?"

Tony's eyes flicked up from the device momentarily before returning to the screen. "I thought you already had the suit on." He didn't wait for Peter's reply before jerking a thumb over his right shoulder at door behind him. "Make it quick. It's time to get this show back on the road."

Peter didn't wait to be told twice. The door led to a small bathroom with just enough room to Peter to wiggle his way into the suit. He held his mask with in hand and shoved his school clothes into his backpack with the other.

He left the mask off as he reentered the training room and saw the group was migrating towards a staircase Peter hadn't previously noticed. He briefly wondered if he should follow, but before he had a chance to voice his question, Clint had turned around and gestured for him to join them.

The staircase connected to large metal box and, after stepping inside, Peter found it to be theatre of sorts. Three of the sides were completely made of glass and in front of the left one stood a large control panel.

There were cushy looking chairs agains the fourth wall, which some of the Avengers had already settled into. On the wall above the chairs was a massive chalkboard. Each of the Avengers' names were on the left side of the board, each name written in a different color chalk.

At the top of the board was the word 'time' written in big bold letters. Each of the Avengers had four slots next to their name. One that said 'Current', the next that said 'Best', the third said 'Hits', and the fourth said 'Civ. Hits'.

It wasn't surprising to see that the best time on the board was Captain America: 6 minutes and 28 seconds with no hits in either slot.

Peter tore his eyes away from the scoreboard and scurried over to where Steve and Tony stood in front of the control panel, Tony pushing buttons and twisting knobs in what Peter saw as a random sequence but was probably very specific in Tony's world. "Um, Mr. Stark?" He said for the second time that day. "Can I ask what it is exactly we'll be doing?"

Instead of answering the question himself, Tony deflected it to the team's leader. "Run it down for him, Cap."

Steve crossed his arms to turn and face Peter. "We're working in pairs today. Now, this isn't the usual 'spar with a buddy' routine. The training today is learning how to save your teammate or a civilian. One person's the hero and the another is the civilian,."

Peter nodded along as Steve talked. On the outside, he was surprisingly cool. On the inside however, he was freaking out. What if he failed at this? What if he only succeeded in getting his teammate 'killed'? He'd failed Tony before, but to fail in front of the rest of the Avengers? Peter didn't think he was ever going to be able to live it down.

"…without a weapon; we'll practice it both ways. Does this all make sense so far?"

Peter nodded again. He'd missed part of what Cap had said but he didn't want to embarrass himself by asking the man to repeat it.

"It's only a simulation so you can't actually die. The projectiles might bruise you, so just do your best not to get hit. Still with me?"

Peter nodded a third time. "One hero, one civilian. Can't die but don't get hit. Got it."

It was Steve who nodded this time. "Good. We'll be doing the weapons round first, so you can use your weapon of choice."

The teenager bounced on the balls of his feet, itching to get started.

"The goal is get your civilian to that red 'x'–" The soldier pointed to a glowing red 'x' on the far wall, "– without harming them. Your civilian gets hurt, you start over. Do you understand?"

"Yep, I got it." This didn't sound like it would be too hard.

Steve reached beneath the control panel and pulled out a box filled with what appeared to be goggles. Peter frowned as the soldier pulled out pair and handed them to the teen.

"Wait," he said, turning over the head gear in his hands. "Are these virtual reality glasses?"

"They are," Tony answered. He grabbed a pair for himself. "But they are my design. They connect with the console here," he said, rapping his knuckles against the machine, "and show you whatever input I enter. This," he tapped the set in Peter's hands, "is how you see your enemy."

Peter's frown deepened. "But then where do the projectiles come from. Captain Rogers said–"

"There's machinery built into the walls," Steve interjected. "And call me Steve."

"Oh, okay," Peter accepted, but he still sounded unsure. Tony quickly caught on to the confusion masked in the kid's voice.

Stark turned back to the console where he flipped a few switches. "Would it help to see it in action first?" Peter was about to respond that he didn't care either way and that he trusted what the men were telling him when suddenly Tony called on Sam and Clint.

"You two are up," he commanded, as the two men rose to their feet. "Show the kid how it works," he said, tossing a headset to Sam.

Peter waited for Tony to give Clint a set and was confused when the pair exited with only the one pair. "Doesn't Mr. Clint need a pair too?" He asked. Steve shook his head. "It's part of the exercise. You only get a headset if your the hero. If you're playing the part of the civilian, it forces you to trust your teammate."

Peter's lips formed a silent 'oh'. That made sense. He walked towards the front wall, which was purely made of glass, and noticed that he wasn't alone. Natasha, Wanda, and Steve joined him at the glass, all of them watching as Sam slid the fitted the headset over is eyes.

"Wilson, you ready?" Tony's voice rang out over the loudspeaker.

Sam flashed him a thumbs up before lowering himself into a crouch.

Tony pushed another button before speaking into the mic again. "Barton, no left leg and no left arm."

Instead of giving Tony thumbs up as Sam had, Clint chose to display another one of his fingers.

"What does that mean? About his arm and his leg?" Peter asked of no one in particular.

"It means that Clint can't use either of those. He can only use his right arm and his right leg," Natasha responded.

Peter watched as Tony tossed Steve a stopwatch, waited for the Captain's nod, then spoke back into the mic. "Get in position."

Sam jogged halfway away from the archer until he was in the corner near the entrance to the room. Clint lowered himself to the ground until he was laying on his stomach.

"You're on the clock starting now. Good luck."

Tony stepped away from the console and took a spot next to Peter. The teen watched the scene unfolding in front on him. He watched as Sam rushed towards his teammate's prone form. He dropped to his knees at Clint's side at the exact second a sound not unlike an explosion rang out.

Peter flinched as the sound ripped through his eardrums, barely forcing down the urge to cover his ears.

"Kid? You okay?" Tony asked, not missing the flinch. Peter nodded brusquely. "I'm good."

He kept his eyes trained on Sam as the man said something to Clint before flipping the archer gently onto his back.

There was another exchange of words that Peter couldn't quite catch over the cacophony of explosions and gunshots echoing throughout the room.

He didn't let that deter his focus as he kept his eyes trained on the two men, wanting to remember everything they did for when it was his own turn.

Peter watched as Sam was able to get Clint up off the ground and brought them both to shelter behind one of the many rectangles Peter had noticed earlier.

Sam moved with practice ease as he guided them through the maze, ducking and weaving, occasionally shooting at an enemy only he could see, and always shielding his teammate.

Peter learned that the projectiles that Steve had explained really did come from the walls. Small squares of the walls dropped away to reveal something resembling not unlike the precision muzzle of a machine gun. But instead of bullets, it launched–

A string of curses left Sam's mouth as his arm was suddenly colored bright blue.

–paint.

Never once did he make any moves that would place Clint in 'harm's' way. He was hyper aware of Clint's 'injuries' and made sure to check in with him from time to time.

It was over in a matter of minutes. Sam slapped a hand against the glowing 'x'. The effect was instantaneous. The sound of gunshots and explosions died into nothingness as Sam pushed up his goggles. Clint unhooked his arm from around Sam's shoulder and put his full weight back on both legs.

"You good?" Sam asked the archer.

"Dude, if you ever slide me like a friggin shuffleboard puck again, I'm going to lose it," Clint retorted, shoving a finger into Sam's chest.

Wilson just laughed as he shoved Clint' had aside. "I make no promises."

Clint snorted before giving the other man a hearty backslap. "Nice work, man."

Steve stepped away from the glass and quickly wrote in Sam's new time on the chalkboard. Peter watched as he picked up a stick of red chalk and wrote 8:16 in the 'Current' slot. He scratched in a '1' under 'Hits' and '0' under 'Civ. Hits'.

Peter's head snapped to side when the door to the viewing theatre was thrown open and in came the two men. He jumped slightly when Tony suddenly clasped a hand on to his shoulder.

He turned an apprehensive gaze on the taller man.

"You're up, Pete."

–––––––––––

Peter clenched and unclenched his fists, nervously awaiting the start signal. Tony had informed him that he could route the virtual battle scene directly into this mask so he didn't need the goggles.

As of right now, he was still seeing empty training room. He blew a shaky breath. He wasn't nervous about what he had to do, he was nervous about messing up what he was doing. It didn't help that Mr. Stark was the civilian he had to protect.

Peter had failed him before. He was determined this time to get it right.

"Peter, are you ready?" It was Natasha's voice over the loudspeaker this time. Peter rolled his head on his neck, forcing the muscles to relax. He gave the Widow a thumbs up before retreating to the corner Sam had previously.

He closed his eyes and inhaled deeply, filling his lungs to their maximum capacity. He released it slowly, trying to calm his nerves. God, why was he so nervous about this? It was just a training exercise. He could do this.

"Alright, Stark, you're out."

Out? What'd she mean out?

"Get in position."

Tony got on the ground just as Clint had before.

"You're on the clock. Good luck, Peter."

Peter's vision suddenly went dark. He blinked and looked around. Was this supposed to happen? And then, as if someone had flipped a switch, his visions returned. He looked around in shock at the tall buildings surrounding him, the overturned cars burning on the street, the people screaming and running for safety.

He knew he was still in the training room, but this all looked so real. He was snapped out of his daze when a barrage of gunshots rang out. Peter ducked and dove forward into a roll, easily springing to his feet and running towards the unmoving form of Tony Stark.

He dropped to his knees hands reaching out towards his mentor. It was then that he was struck with the horrifying truth of not knowing what he should do.

Oh god. Oh god. Think, Peter. What had Sam done?

Peter screwed his eyes shut as he tried to think back to Sam and Clint's exercise. Sam had said something to Clint first. Tried to rouse him maybe?

Worth a shot. "Mr. Stark? Mr. Stark! Can you hear me?" Peter placed his hands on Tony's shoulders and tapped them firmly. "Mr. Stark, can you hear me?" He repeated. Nothing. Tony didn't so much as blink.

Shit. Now what?

"Incoming to your left," came Karen's calm voice. Peter's head snapped up and looked in the direction the AI had indicated. Sure enough, there was something coming towards the pair on the ground.

Peter squinted, trying to figure out exactly what the thing was. It resembled a man, walking on two legs, and yet it had four arms and was brandishing a gun in each, one of which was currently pointed at–

Instinct threw Peter down flat next to the other man as the creature fired a round at the two. Quickly, Peter flipped onto his back and webbed the creature's arms to its side. For good measure, he stuck the creature's knees and feet together, only satisfied when it gave an earsplitting screech and fell face down, struggling to get free from the trap.

"Sorry!" Peter shouted as he hopped to his feet, reached down and hauled Tony up with him. It was times like this when Peter was truly thankful that that spider had given him freaky strength.

He tugged one of Tony's arms around his shoulders and placed one of his own hand around Stark's waist.

"Okay, okay, I got this," he assured himself under his breath. "It's going to be okay," he told Tony, forgetting that the man could actually hear him. "I've got you. We're going to make it."

And then they were off. Peter used overturned cars and lampposts to prop Tony against whenever he had to use both hands to fight off another ugly green creature.

There were almost to the 'x' when the creatures swarmed them, swiftly forming a ring around Peter and Tony, waving their guns menacingly. Peter knew they were trapped and he knew he was going to need both hands to get out of this one. He also knew that he couldn't just lay Tony on the ground; that would leave him unprotected.

So, Peter did the only thing he could think of.

He gathered Tony into his arms and launched him upwards with all his might. He wasted no time as he immediately swung out at the nearest creature, his fist catching him in the snout. "Karen, give me a splitter web!"

Peter pressed down on his web shooter and watched as the webs launched out and snagged onto each of the creatures' weapons. Peter grabbed the master strand and tugged with all his might, grinning with satisfaction as the weapons went flying out the creatures' hands.

He looked up following his mentor's trajectory. Peter's eyes flicked over the area ahead of him, running a quick equation in his mind.

Peter knew he had to act quickly. He fired two webs that attached to the buildings to either side of him. Holding a web in each hand, Peter backed up, pulling the ropes tight before he jumped up and outwards allowing the webs to shoot him like a stone from a slingshot.

His math had been correct. He collided with Tony midair and wrapped his arms around him. "I gotcha!" What his math and not accounted for was their landing. They were too close to the red 'x'. Even if Peter managed to get web out and swing them another direction, they'd still be crushed like bugs on windshield.

Peter did the next best thing that came to mind. He twisted until he was underneath Tony and closed his eyes, bracing for the impact. But it was hard to brace for what you couldn't see.

It was almost as if the ground had reached up and smacked Peter. There was an audible " _Oof!_ " as the air was forcibly shoved out of Peter's lungs. Despite being slightly dazed, Peter still managed to roll with the fall, over and over until his back hit a wall. He squinted open one eye and was nearly blinded by the glow of the red 'x'.

He closed his eye as he reached up a hand and blindly smacked the wall.

All sound of gunfire dropped away and suddenly there were hands pulling off his mask.

"Kid, can you hear me? Kid? Peter! Breathe, Pete, come on!"

Peter was pretty certain he was breathing, so why did this man feel the need to keep yelling at him?

"You've got to take breath, Peter. You need air. Don't make me do it. Are you making me do it? Fine."

Peter gasped as suddenly there was painful grinding against his sternum. "There you go, kid, that's it."

His vision swam back into focus and he realized Tony's face was no more than a few inches away. Peter jerked back and was rewarded by smacking his head against the wall. He reached up a hand to grasp at his pounding head.

"Jesus," he breathed under his breath.

"Nope. Sorry to disappoint. Try again."

Peter pried one eye open. "Mr. Stark?"

"Ooh we've got a winner folks!" Tony's tone was jaunty but his voice was quiet. If Peter didn't know Tony better, he'd say that the man was just trying to ignore the problem. But Peter knew joking about situations was Tony's way of trying to hide his concern.

"Mr. Stark!" Peter bolted upright, nearly smacking foreheads with said man. "Are you okay? Did I save you? Did we win? Is it–"

His words were muffled by a calloused hand suddenly clamping over his mouth. "I'm fine, kid," Tony reassured. "You did good."

Peter heaved a sigh of relief as Tony removes his hand. "What I'm more concerned about right now is you," Tony said ducking his head to peer into Peter's eyes. "You feeling dizzy? Nauseous? Shortness of breath?"

Peter started to shake his head, but stopped when a warning stab of pain shot through his skull. He thought he had concealed his wince of pain, but Tony being Tony saw it anyway. It didn't help that the man was still no more than a foot away from the teen.

"What was that? What's wrong?" He grabbed Peter's chin and gently forced the kid to look at him.

"It was nothing. I'm–"

"Hmm nope. Not the answer I was looking for. Want to try again?"

"Mr. Stark, I swear I'm–"

"Strike two, Parker. This isn't looking good for you. Either tell me what's going on or I swear to god I will carry you our of here bridal style and tuck you into bed like a two year old."

Peter was silent for a moment as he studied his mentor. The words were said lightly but there was a steely glint in Tony's eyes that made Peter think twice.

"I think I might've hit my head during that landing," he admitted quietly.

Tony frowned and reached a hand behind Peter's head. He gently carded a hand through the hair on the back of Peter's head, searching for any abnormalities. Satisfied that he found none, Tony dropped his hand onto Peter's shoulder instead.

"Kid, as heroic as that was, don't ever – and I mean _ever_ – do that again."

Peter laughed breathily as he repeated Sam's words from earlier, "No promises."

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 **A/N:** Like I said, if this takes off and there's something you'd like to see for certain characters, let me know!

Thanks for reading! Drop me a review if you've got the time!


	2. Lesson 2: Always Be Prepared

**A/N:** Welcome to chapter two! I've decided to go on and make this a multi-chapter fic thanks to all of you lovely reviewers and followers!

 **To** **EmilyF.6** : I would love to write the first chapter from a different POV and with some outside reactions! I'll probably do it in a separate fic :D Let me know if there's a certain POV you'd like to see it from!

 **To** **StarkGirl** : First of all, thank you so much! You're so sweet! Secondly, I'm kind of struggling with the father/son bond, but I'm doing my best! If you have any suggestions on how to improve, I'd love to hear from you!

 **To the reviewers** : Thank you all so much for your encouragement! You're the reason this story is continuing!

Hope you enjoy! As always, let me know if there's something you'd like to see in the future!

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of others! ;)

–––––––––

"Who's got eyes on Cap? Sound off."

Peter reached up a shaky hand and pressed a finger to the comm unit in his ear. "I lost him back on the seventeenth floor," he said, trying to hide the fear in his voice.

He crept down the hall on the balls of his feet, eyes constantly roaming in search of the team's leader. The only sound throughout the hallway was the sound of Peter's own ragged breathing.

Knowning his breathing could be a give away to his location, he quickly clasped a hand over his nose and mouth, muffling the sound.

'Come on, Peter. Pull it together,' he internally chided himself. He stopped advancing down the hall and stood stock still, giving himself a moment to catch his breath. He closed his eyes as he focused on slowing his breathing and relied purely on his sense of hearing to create a search of the floor.

He dropped his hand from his face and cocked his head to side, eyes still firmly shut. He could here voices, but they were muffled and unfamiliar. Had someone left the TV on? He knew there weren't any on this floor, so the sound had to be coming from either above or below him.

Peter's eyes snapped open as another voice rang through the comm. "He's in the stairwell! Heading up from floor thirteen! Is there anybody up there?"

Peter was moving before Wanda had finished her question. "I'm on fifteen!" He shouted into the comm, racing back down the hallway towards the door that lead to the stairs. The hallway opened up into a spacious living area complete with couches, ottomans, coffee tables, etc.

He vaulted over a loveseat and launched himself off the round ottoman placed in front. His momentum took him over a couch and Peter found himself instinctively curling into a ball as he somersaulted over the furniture, landing neatly on his feet on the other side.

In front of him were two doors, one to the elevator and one to the stairwell. He had almost reached the door to the stairs when the elevator doors opened with a nearly inaudible _woosh_.

Peter was running forward before he got a good look at the figure inside. Had he actually waited before tackling the man, he would have seen that his opponent was not tall, blonde, and muscle-y. Instead, the man was average, dark, and toned.

"Peter! Stop! It's me! It's Tony!"

Peter blinked down at the man he was straddling. Tony had his hands up in the universal surrender symbol, a look of mild alarm in his eyes.

"Oh hey Mr. Stark!" Peter hated that his voice squeaked as he scrambled to get off his mentor. "I didn't realize that was you," he said hurriedly as he helped the older man to his feet.

Tony brushed off the seat of his pants as he quipped, "Yeah, no shit, Sherlock. Do me a favor?" He looked over at the slowly reddening face of the teen. "Look before you leap next time?"

Peter nodded quickly. "Sorry," he said just as Clint's voice came through the comm.

"Peter, I thought you said you had Cap, so do wanna explain to me why he's up here with me?"

Uh oh. Peter smacked a hand to his forehead. Steve had probably gotten by while Peter was busy tackling Tony.

"Sorry!" He yelped, nearly tripping over his feet in his haste to get to the stairs. "Where are you now?"

There was the distinct sound of flesh hitting flesh followed by as surprised grunt. "Sixteen! Sixteen!"

Peter had only just laid a hand on the door knob when a strong, swarthy hand latched on to his wrist. He hadn't realized that Tony had been right on his heels. Tony was looking at Peter with an expression that the teen couldn't quite place.

His mouth was set in a tight line and his eyebrows were pinched together as he squinted down at Peter.

"Um, Mr. Stark? Shouldn't we be going or…" Peter let his sentence trail off as Tony continued to stare. Okay, getting uncomfortable now. Peter gently tried to extract his wrist from the older man's grip. He could've gotten loose if he had really wanted to, but he didn't want to risk hurting Tony.

"Mr. Stark, I–"

"You know you don't have to do this right, kid?" Tony interrupted, never breaking eye contact.

Peter was slightly taken aback by his words. "Why would I not do this? Mr. Barton said he needs help." He said it as if it were the most obvious thing in the world.

Tony shifted slightly. "No, I mean you don't have to fight Cap. It wasn't right of me to ask you to fight him before. I'm not going to make that same mistake again."

And suddenly, Peter understood. The last time he had faced off against Captain America, he had been rewarded with a pretty decent shiner and mild concussion. Tony was afraid Peter was going to get hurt again.

"I'm fine, Mr. Stark, I promise. This is my choice," he rushed to assure the other man, finally extracting his wrist from the Tony's grip. "I'll be extra careful."

Tony didn't look convinced. "You're fine?" He said, disregarding Peter's last statement. "Then why are your hands shaking?"

Peter's fingers unconsciously curled into fists. It was true, his hands were shaking. But to be fair, he had every right to be afraid. His day hadn't exactly been the normal kind.

 _He'd woken up to a text from Tony that morning asking if he wanted to come by for breakfast at the compound. It was a Saturday so there had been no reason for Peter to object. He'd cleared it May before heading out._

 _He had expected Happy to pick him but had been surprised when he found that it was actually Natasha in the driver seat as opposed to Tony's bodyguard and best friend._

 _When they arrived at the compound, Natasha led him to one of the many kitchens and was greeted by some of the Avengers._

 _Clint had entered the kitchen after Peter and had ruffled the kids hair as he passed. It was strange, seeing the Avengers being all… domestic. Most of them were in their pajamas while some were in sweats or were already dressed for the day._

 _Peter had taken a seat on one of the bar stools at the counter, watching Sam simultaneously flip pancakes while also scrambling a pan of eggs. The room was filled with light chatter; talk of plans for the day, questions about how school was going for Peter, sly comments and inside jokes._

 _It was nice, Peter remembered thinking, that the group had come to welcome him as one of their own. Allowing themselves to let their guards down and laugh with one another. It was so easy to forget that underneath all the training, the cool exteriors, under the armor they were still just people._

 _Peter had been gladly digging into a stack of amazing chocolate pancakes when the hairs on the back of neck suddenly stood up. Without even turning behind him to look, Peter had launched himself across the counter and tackled Sam to the floor._

 _There was a loud echoing boom as something solid collided with the cabinets. Peter had looked up just in time to see the underside of a large metal disc ricochet back in the direction it had come from. Peter remembered the 'What the hell?' that had passed through his mind._

 _He was 99.99% sure that that had been Captain America's shield. He'd seen it action up close. But why on earth would the Captain have thrown it at him?_

 _Both Peter and Sam had been quick to jump to their feet, sharing a look of pure confusion. The image of Captain America stalking towards them, shield back in place on his arm, had been one Peter didn't think he'd ever forget._

 _The normal bright blue of Steve's eyes had transformed into a cool grey, furrowed eyebrows casting a dark shadow over them. The muscles in his jaw bulged as his lips pressed into a tight and unyielding line._

 _"_ _What the hell, Rogers?!" Sam had shouted, a frown of his own appearing. Peter remembered the thrill of fear that he shocked his heart as the Captain had lowered his head as his brusque walk turned into a run._

 _The two men behind the counter had scrambled to move out of the way as Steve mimicked Peter's earlier move and vaulted over the counter. In one smooth motion, Steve had placed the shield on his back and had swung a fist towards Sam's gut._

 _The Falcon had blocked the blow quickly, but before he had a chance to get in a hit of his own, Steve swung again, feinted briefly towards Sam's left side, waited for Sam to evade it, then struck out to the man's right._

 _Sam had grunted as Steve's fist connected with his shoulder, causing the smaller man to stumble back a few steps._

 _Seeing that the Captain was gearing up to strike again, Peter launched himself forward and wrapped his arms around Steve's chest, trying to pin down his arms._

 _It would have worked had Steve's shield not prevented Peter's arms from completely encircling the other man. Steve had broken free in seconds. He sharply pulled back his elbow, aiming for Peter's face._

 _Peter had no doubt that his nose would be toast right then if he hadn't ducked in time. Staying low, he jabbed twice at the back of Steve's knees, making the man stumble but not fall. It was enough for both Peter and Sam to get out of the line of fire._

 _The made it the other side of the counter before Steve was on them again. Peter had stumbled backwards as the Captain came around after him._

 _Good god, his eyes. Peter didn't think it possible for one man to have that much rage._

 _A gasp left unbidden from his lips as the small of his back collided with the table behind him. He was beginning to think of how to escape when Steve was suddenly encompassed in an eerie red glow that lifted him off his feet and threw him across the room._

 _Peter's eyes trained on the red-haired teenager standing next to him, her hands raised with wisps of the same red energy dancing around her fingers._

 _Wanda didn't take her eyes off the man she had just tossed. "Go," she said quietly. "I'll hold him off."_

 _Before Peter had a chance to move under his own steam, there was suddenly a hand firmly wrapped around his wrist and he was being tugged from the room. Tony waited until he was sure Peter had gained his feet under him before he let go._

 _The teen blindly followed the other man deeper into the compound. He risked a glance over his shoulder and saw Clint and Natasha disappear down one hallway as Sam disappeared down another._

 _"_ _What's going on?" He asked as they continued to run. The pair slid to a stop in front of the elevator doors._

 _Tony pressed the button quickly and more times than was necessary. "Nothing good," he answered, continuing to press the button under the doors slid open. He wasted no time as he grabbed Peter's shoulders and all but threw the kid in to the elevator._

 _"_ _What're you–"_

 _Tony reached inside and pressed the button labeled 17. "Find somewhere to lay low. I'll come find you soon, but if he finds you first" Tony said, retracting his arm from the elevator, "_ do not engage _. Do you understand me?"_

 _Peter's face screwed up into one of indignation. "But last time–"_

 _"_ _I don't care about last time!" Tony snapped. Peter closed his mouth with an audible click._

 _Tony sighed, scrubbing a hand over his face as he realized the words came out harsher than they were meant to. "Just…" He struggled to find the right words. "Stay safe," he whispered just as the elevator doors slid shut._

 _Peter was never one to back down from a fight. Blame it on the testosterone, if you must. It wasn't that he was hotheaded and was filled with a burning desire to assert his dominance or strength. It was based on the one and only fact that if someone was in danger or there was a threat to anyone's safety, Peter would not hesitate to protect them._

 _But this? This was different. He was in a building full of more than capable fighters; people who could protect themselves, people who were currently trying to protect_ him _. They weren't just protecting him from some run of the mill bad guy or a robber with a fake gun: they were protecting him from Captain America._

 _And they were scared._

 _It was their fear that made Peter's heart race. It was the sacrificial way Wanda had told him to run that caused Peter's lungs to strain for air. It was the pure malice in Steve's eyes that made Peter's blood run cold. But it had been Tony's utterance of two simple words that lit a fire in Peter's stomach: stay safe._

 _He respected Tony–god, did he ever– but if there was ever a choice between hiding, and fighting for someone he cared about, he'd choose fighting every time. He cared about Tony. And he wasn't going to stand idly by when there was a potential threat to Tony's well-being, well…_

 _Captain America was going down._

"Are we going after him or not?" Peter shoved his hands into the pockets of his jeans, hiding them from view. He put as much determination into his face and posture as he possibly could, practically daring Tony to stop him.

Tony quirked an eyebrow at Peter's stance. The tense silence lasted for a good minute before the older man finally caved. He swept an arm towards the door. "After you, kid."

Peter didn't wait to be told twice. He shouldered open the door and took off up the flight of stairs, taking them three at a time, Tony right on his heels.

No sooner had he pulled open the door to the sixteenth level when Clint came sliding across the floor to land at Peter's feet, Captain America's shield clutched tightly to his chest.

The archer let out a groan as he squinted up at the two figures towering above him. "Hey guys," he huffed. "Glad you could join the party."

Tony reached down and extended a hand to the man, helping him to his feet. "Where's–"

Peter's hands shot out and shoved the two men to the side as a large projectile was suddenly flying towards them.

He only just managed to dive to the side himself before said projectile whizzed through the space he had previously been occupying. Peter rolled out of the dive and looked over to see what had flew passed him and was surprised to see that it was a couch cushion.

Brows drawn together in confusion, Peter hopped to his feet and turned his head in the direction from which the cushion had flown. Standing across the room, looking an alarming twelve feet tall, was Steve Rogers.

His gaze was trained on the three men across the room, chest heaving and jaw still set in that unyielding position. In his hand he held another couch cushion, undoubtedly ripped from one of the many couched amongst which he stood.

At any other given time, Peter would have found the situation immensely funny. Here he was, standing in the Avengers Compound, about to engage in a pillow fight with Captain America. If it weren't for the cold look in Steve's eyes, Peter would've been on the ground consumed by giggles.

But this was no time for hysterics.

Peter snatched up the pillow lying discarded on the floor and hurled it discus style at his opponent. He took off running towards Steve as the man easily deflected the object. Upon seeing the teen rapidly approaching, Steve reared back his arm and hurled his second projectile.

Peter threw himself onto the ground, sliding like a baseball player beneath the cushion as it flew overhead. He quickly regained his feet back under him, never stopping his advance. He felt a thrill of fear as he watched the Captain clear the back of the couch in front of him with a single bound, landing on the balls of his feet like a cat.

There was not once ounce of fear or restraint in Steve's face as he ran forward to meet Peter halfway. Peter had figured out during his earlier encounter with the Captain on the seventeenth floor that the man meant business. But having to face the man one on one twice in one day was doing absolutely nothing for Peter's nerves.

Steve threw the first punch. Peter was instantly reminded of the day he had sparred with the Black Widow. Every punch the man threw was precise, almost obsessively so. He had a laser-like sense of focus that found every weakness in Peter's defense, saw every opening that Peter left unguarded, and didn't hesitate to land a blow on those spots.

Peter was surprised that he himself was actually able to land any hits at all. Each time his fist landed, a small spark of satisfaction ignited in him. That was until he started losing ground.

Steve was forcing him back, stepping strategically and aiming to knock Peter off balance. He never slowed down. The fear Peter had been squashing down returned with a vengeance. He wasn't fighting back anymore. It was all he could do now just to block the Captain's fists.

God, May would go ballistic if he came home with another black eye.

Peter gasped involuntarily as his back hit the wall, leaving him with no where else to retreat. He kept his arms up, shielding his face and head from the unyielding blows raining down.

Where were his webshooters? If he could just get to those, he might be able to gain some ground. He started a mental search for them when the familiar sound of the Iron Man suit repulsers filled the room.

His head shot up as the imposing figure of Captain America was replaced by the formidable red and gold of the Iron Man suit.

The faceplate flipped up and Tony's concerned face appeared. "Kid, you okay?"

Peter nodded quickly. His torso was facing Tony but his eyes were firmly trained on the man rapidly climbing to his feet.

"Here," Tony said, extending a gauntlet covered hand to Peter. The teen tore his eyes away from Steve and accepted the tech from Tony's hand. He looked down and was shocked, yet relieved, to see the familiar form of his webshooters.

"How did you–"

"Less talking, more webbing!" Tony interrupted, and with that, the faceplate slid shut as Tony returned his attention to his opponent.

Peter quickly attached the shooters to his wrists before taking off after his mentor.

"Hey, kid!" Came a shout from behind him. He looked over his shoulder at Clint's call, slowing down slightly.

Clint had the iconic red, white, and blue shield in his hand, arm cocked back in preparation. Peter spun around until he was jogging backwards, hands raised to receive.

The archer's aim was true; the shield flew in a perfectly straight line, directly into Peter's waiting hands. Peter hopped back a step from the momentum of the disc.

"Give him hell, Pete!" Clint shouted. Peter spun back around, Cap's shield on his arm. He fired a web up at the ceiling, swinging up in an arc until his feet connected with the white plaster.

In one smooth motion, Peter arched his back until his head was pointing towards the floor then quickly shoved off from the ceiling, diving straight down to where Iron Man and Captain America were engaged in combat.

"Hey!" He shouted. There was a brief look of confusion in Cap's eyes as he saw the teenager falling from the sky right before Peter tackled him to the ground.

Somewhere in the tumble, Steve got both feet onto Peter's stomach and managed to launch him up and over his head. Peter landed flat on his back, the air rushing out of his lungs.

He hurriedly flipped over onto his stomach, knowing he only had a small window of opportunity. He dropped Steve's shield, and quickly shot out web after web, each one crossing over Steve's chest and firmly pinning him down.

Once Peter was absolutely certain that the man wasn't going anywhere, he stomped his foot down on the edge of the shield causing it to flip up into the air where he caught it deftly, sliding the straps over his arm.

He stood over the man trapped on the ground, a frown creasing his forehead at the slow smile spreading across the Captain's face.

"What is it with you and the aerial tricks?" Tony piped up from behind him. Peter looked up and found his mentor staring at the ceiling with a bemused expression. Peter followed his gaze and saw two very distinct footprints from where he had jumped.

"Oh um…" He winced as Tony looked over at him, an eyebrow climbing towards his hairline. "I – I'll clean it up."

"Uh huh," came Tony's noncommittal response, the man distracted by the sudden sound of laughter coming from the man on the floor. The suit retracted and Tony stepped out of the metal casing, shoving his hands in his pockets as he walked over to the man on the floor.

Tony heaved a sigh as he crouched down next to Steve, steering clear of the near-cocoon Peter had made of webs.

"You want to explain what's going on here, Cap?" He said, leveling the man with a cool stare. Peter cocked his head, also curious as to what the hell was going on.

"Let me up and I'll tell you," Steve bargained, laughter dying out. Peter's gaze switched over the brunet crouching on the floor.

Tony's mouth twitched slightly as it did when he was having an internal conversation with himself. "How bout no, and you just tell us anyways." It wasn't a question.

It was Steve's turn to arch an eyebrow. "How about you get the team up here and I'll explain it to everyone?" He retorted. "They're going to want to know too, same as you."

Tony sighed again, but this time he turned to look at Clint who was currently leaning against the wall, a good distance away from the rest of the group. "Barton, get everyone up here," he said, his tone clipped.

Clint didn't waste any time in making the announcement over the comms. "We got him, guys. Meet us up on sixteen."

Peter rocked back and forth on his heels as they waited for rest of the team to make an appearance. Tony was uncharacteristically quiet which either meant he was immensely angry or he was intensely shaken.

It wasn't long before the elevator doors slid open and the remaining Avengers entered the room. Sam let out a low whistle upon seeing Steve's predicament.

"Damn, Pete. Now that's what I'm talking about," he said appreciatively, a smirk creeping over his face. Peter gave a small smile in return but his heart wasn't in it. He hadn't wanted to trap Captain America. The guy was one of Peter's childhood role models. But desperate times…

"You got what you wanted," Tony said. " 'You got some 'splainin to do.' "

Steve frowned at the sudden but inexplicable Spanish accent with which Tony had spoke.

"Ricky Ricardo? _I Love Lucy_?" Tony said, looking for a spark of recognition in the man's eyes. Getting none, he waved it off with a, "Never mind. Explain. Now. Go."

Steve sighed before he spoke. "We've all been training for months if not years," he began. "We've spent countless hours learning to work as a team, learning different fighting techniques and growing stronger all around. But the one thing we have yet to train for are surprise attacks."

He paused, appraising the group as best he could from his position on the floor.

"I'm not saying that we can't let out guards down and relax. I'm saying that we have to know how to handle every situation at any given time and we have to be able to neutralize the threat quickly and efficiently. If the enemy knows when your guard is down, they won't hesitate to strike hard. They won't hold back just because you're in your pajamas. It doesn't matter if you just woke up or if you're just getting out of the shower. It doesn't matter to them if you're just a kid."

Peter's eyes met the pure blue of Steve's, knowing exactly who the man was talking about.

"I didn't do this to make any of you paranoid," Steve said, looking away. "I did this to gauge your capability in these types of situations. I'm sorry if I've hurt any of you today; it wasn't my intention. But hey, it might have taken you two hours, but you all passed." A small smile graced his lips as he turned to look over at Tony.

"Now will you please let me up?"

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"You sure you're okay, kid?" Tony asked for what felt like the umpteenth time. "I know Cap got a few good hits in on you."

Peter nodded over at the older man and even threw in a smile for good measure.

"Yeah, no, I'm good," he said, and he really was. He understood why Steve had done what he did. Peter might have argued that there could've been better ways to do it, but he still understood. You can't simulate that kind of fear or adrenaline in any training session.

Tony nodded silently as he drove, keeping his eyes on the road. "You did good today, kid," he said, after what felt like eternity.

A smile threatened to split his lips, but Peter forced it away. "Thanks," he said in a small voice.

"Let's just not make a habit of you taking on Cap alone. Deal?"

The urge to smile disappeared and was replaced with a frown. "What?" He almost screeched. Almost. "No! No deal! That doesn't make any sense! You said–"

"God, not that again," Tony cut in. "We talked about this earlier, Peter. I specifically told you not to engage and what did you do? You fucking fought the guy, one on one. Remember when I told you that Cap went easy on you in Germany? This, today, was him not holding back. This is what I meant Peter!"

"I only did it because–"

"I don't get it. I really don't. Were you trying to make a point? Were you trying to prove something to yourself? To someone else?"

"No! I wasn't–"

"I wasn't finished! Rogers may come off as sunshine, rainbows, and lollipops, but he will never back down from a fight. It doesn't matter who he's up against. He won't hold back."

"He said it was a training exercise. He wouldn't have–"

"You don't _know_ what he would and would not do!" Tony's boomed. Peter was stunned. He'd never heard Tony yell before. He'd heard the man get upset, but even then Tony never yelled.

Tony sighed, tearing the red-colored sunglasses off his face. "Look, kid, all I'm saying is that you've got to stop being so trusting all the time. You can't believe everything people tell you or everything you see. There's a lot of hype about Rogers claiming that he's one of the good guys, and to an extent I believe it, I do. But even good guys have dark sides, Peter."

Even though Tony was directing his words to Peter, it almost seemed as if the man was speaking the last sentence to himself. It was almost as if he was speaking from experience.

The car rolled to a stop at the curb of Peter's apartment complex. Tony pinched the bridge of his nose as he threw the car into park. Peter shifted awkwardly in his seat, unsure if he was supposed to get out or not, but he also didn't want to leave because he felt like he should say something.

"I didn't fight Steve because I thought I could take him on alone," he whispered. "I did it because I knew you were there and I knew you had my back."

He risked a glance over at Tony, but the man still had his eyes shut. "I wasn't trying to prove anything," he continued. "I tried that once, and we both know how that went." He huffed the slightest resemblance of a laugh.

"I trust you when you say he's got a dark side; I think I might have seen it today actually. But I think you should trust me when I say that I know what I'm doing."

Tony turned to face him, both eyebrows raised.

"Okay maybe I know what I'm doing, like, 80% of the time," Peter backtracked quickly. "The point is, I trust you, but I also trust Steve. And maybe," he added, "you should try trusting Steve, too."

For a second, Peter thought Tony was going to explode again. But instead, the man just rested his head back against the headrest and let out a short sigh. "Yeah, you might be right, kid."

Peter felt his smile returning.

"But you're still agreeing to the deal."

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Like I said, if this takes off and there's something you'd like to see for certain characters, let me know! I'll be trying to make these less wordy for later chapters…

Thanks for reading! Drop me a review if you've got the time!


	3. Lesson 3: Learning to Be Houdini

**A/N:** Welcome to chapter three! I've decided to limit this to five chapters. Thanks again to all of you lovely reviewers and followers!

 **To** **TheKingOfTheMotorMouth's** : I never thought to match Peter with T'Challa! That's such a cool idea! I'll add him into the next chapter! Thanks for the suggestion!

 **To the reviewers** : Thank you all so much for your encouragement! You're the reason this story is continuing!

Hope you enjoy! This one's shorter than the others, like I said previously… Sorry if it's not what you were expecting! As always, let me know if there's something you'd like to see in the future!

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of others! ;)

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"Alright, now try to break free."

"Okay, okay, uhhhh… Maybe if I just… Oh wait! I saw a video about this on Twitter once! I just have to–"

Peter brought his bound wrists up to his mouth and secured the plastic tail of the zip tie between his teeth. He tugged on the plastic until the band around his wrists couldn't tighten any more. He released the tail of the zip tie and took a deep breath.

He raised his hands above his head before forcefully swinging them down onto his hips. There was a satisfying _snap_ as the plastic encircling his wrists disappeared, leaving his hands free.

Peter practically beamed at Tony's approving nod. "Not bad," the man said.

"Next level?" Peter asked hopefully.

Tony nodded again. "Next level."

The next level consisted of escaping from a pair of handcuffs. Peter had been given a paperclip and had managed to escape in exactly 60 seconds. The level after that had found Peter's wrists bound once again but this time it was with rope. That one had been a bit harder, but he had escaped all the same.

They continued advancing, each level more challenging than the last. Peter had had to get crafty now and again, only having limited resources at his disposal.

"Why are we doing this again?" Peter asked over his shoulder to where Tony was busy securing a rope knot to the back of Peter's chair.

"Because you need–" Tony paused to yank on the rope crossing Peter's chest, "– to be prepared to deal with these kinds of situations." He came around into Peter's line of sight, another bundle of rope in his hands.

Peter rolled his eyes as Tony knelt down and began to rope Peter's ankles to the chair legs. "I don't plan to ever be in this kind of situation."

Tony snorted. "No one ever does." Peter winced as the rope bit into the skin above his shoe and beneath the cuff of his jeans.

"But if, god forbid, you ever do end up like this, you'll know what to do." Tony looked up and gave him a winning smile. Peter nodded in response. He didn't particularly enjoy the thought that he might ever be captured, but he saw Tony's point.

Not everyone was a fan of superheroes. It seemed like someone always had a bone to pick with them. But superheroes are humans too; they aren't perfect by any means. They make mistakes. And sometimes those mistakes wind them up in situations like the ones Tony was preparing him for.

Tony stood up and dusted off his hands, admiring his handiwork. There were ropes securing Peter's ankles and chest to the chair and zip ties that held his wrists to the armrests. "You okay?" Tony asked, ducking his head to look into the teen's eyes.

Peter nodded quickly and gave what he hoped was a reassuring smile. "Yeah, I'm good."

The brunet backed up a few steps, stuffing his hands in his jeans pockets. "I'm going to step out. You have thirty minutes to get free. Show me what've got," he said before stepping out the door. "I'll be right out side if you need anything."

The door closed with a soft _click_.

Peter instantly focused his attention on the task at hand. He made mental notes of each place he was bound and flexed his muscles experimentally, testing for any slack. When Tony had been anchoring his wrists down, Peter had kept his arm muscles tight and, now that his muscles were relaxed, there was a bit of wiggle room.

He tried kicking out his feet, but found that there was absolutely no way he was getting those free without his hands. He strained forward, trying his best to stretch the rope across his chest.

Tony hadn't made it easy for him. In a way, it puffed up Peter's ego, knowing that the other man knew what Peter was capable of and wasn't afraid to present him with a real challenge. On the other hand, Tony had presented Peter with a real challenge.

Peter continued to strain and flex, hoping to loosen the bindings in any way he could. It wasn't working. With the way his arms were positioned, he couldn't find the momentum to snap the plastic around his wrists. He couldn't build up enough momentum to get his ankles free. There wasn't enough room for him to shimmy out of the ropes around his chest.

Despite every effort to squash it down, Peter found himself beginning to panic. Beads of sweat dotted his forehead as his breathing began to pick up.

' _Come on,_ ' he thought to himself. ' _You can do this. Come on._ '

Peter clenched his jaw as he strained yet again at the ropes across his chest.

Why couldn't he do this?

He gave up on trying to snap the zip ties and instead decided to try to wriggle his hands out. The only problem being that his shoulders kept colliding with the back of the chair, leaving insufficient room for him to extricate his hands.

At one point, Peter's shoulder was in danger of dislocation as he rotated and twisted his arm, searching for someway – _anyway_ – to free his hand.

A small whimper escaped as panic continued to seize his body.

He threw his head back in frustration, tears welling up in his eyes unbidden. He was stronger than this. He was smarter than this. He had been training for this all day. So what was the problem? He should've been out of this in no more than five minutes. He screwed his eyes shut, feeling hot tears leak out the corners.

Think, think, _think_. Obviously his current strategy was getting him nowhere. He needed a new plan.

Peter looked around the room, vision blurry from the tears. There had to be something he could use. But the room was practically empty. There were three chairs around a small square table, upon which rested a coffee mug. There were two bookshelves, each housing anything but books. The shelves were stocked with half-built bits of machinery, discarded tools, even a few pairs of socks.

None of which was helpful to Peter at the moment.

He wracked his brain trying to think if he'd seen any techniques on TV or from a movie. Maybe he could break the chair? What'd he have to lose?

Peter instantly began to rock the chair back and forth. He hoped that one of the legs of the chair that his either of his feet was bound to would break, leaving at least one or both of his legs free. He continued to rock, aiming to get the chair to fall backwards.

Murphy must have had it out for him.

Instead of falling backwards, the chair tipped forward, falling a lot faster than Peter would have liked.

He yelped as the floor rushed up to meet him. He choked back a scream as he felt the bridge of his nose snap as his forehead collided solidly with the floor.

Dazedly, Peter somehow managed to flip himself and the chair over until he was lying on his left side. He coughed as he felt blood beginning to leak down his throat and into his mouth. Not wanting to stay on the floor any longer than he had to, Peter tested the rope against his legs.

He groaned in frustration upon discovering that his fall had not yielded his intended results. The legs of the chair were still firmly in place.

This was not good.

Now, not only was he restrained, but he had a broken and bloodied nose, and he was on the floor with no way up. He hadn't succeeded in anything other than making the situation worse.

Peter felt more tears escape his eyes as the panic gripping at his heart brought back a memory he had been doing everything in his power to suppress.

This feeling of helplessness, the knowledge that no one was there to save him, was almost akin to the night he had been trapped beneath the collapsed building.

He was alone in this. There was no one there to dig him out but himself.

Peter grit his teeth, trying once more to free his arms. "Come on," he hissed through his teeth. "You're Spider-Man."

He yanked his right shoulder back and gasped in surprise at the resounding _crack_. Upon inspection, he saw that he had managed to break off the arm of the chair. The wood was still secured to his arm, but his arm was free.

Peter hastily reached down and tugged the knot around his right ankle loose. He then moved onto his other arm, then onto his other leg. With all his appendages free, he was able to use his hands to help loosen the rope around his chest enough for him to shimmy his way to freedom.

He scrambled to his feet, kicking away the chair that had held him hostage for god knows how long. Peter swiped at his cheeks, hoping to erase all evidence of tears.

The teen stumbled towards the door, legs shaking from leftover panic and adrenaline. He twisted the knob and wrenched open the door and was met with the sight of Tony Stark leaning casually against the opposite wall, tapping away at the StarkPhone in his hands.

Tony looked up as he heard the door open. The reflexive smile on his face disappeared instantly upon fully seeing the teen's face.

"What the hell happened? Are you okay?" Worry flooded his voice as he rushed over to assess Peter's injuries.

Peter ignored the hand reaching for his face and instead wrapped his arms around his mentor's back, burying his face in his shoulder. He felt Tony stiffen for a brief second before gently placing his own arms around Peter.

"Talk to me, Pete," he said, his voice significantly lower. Peter didn't answer, but instead relished in the safety he felt in the man's arms.

"Can we not do that again?" He asked, voice muffled by Tony's shirt and by the blood still running down his throat.

He didn't look up to see Tony's face, but felt that the man agreed with him when he gave the teen a tight squeeze of reassurance.

"Yeah, we won't be doing that again. You're too intense, kid," he said, finally stepping back. Peter instantly mourned the loss of comfort. "Gotta learn to take the easy route sometimes."

Peter just shrugged. He'd take the easy route when and if the easy route decided to present itself.

"We should probably get Bruce to take a look at that," Tony continued., slinging an arm around Peter's shoulders and leading him down the hall. "We let that set wrong and you'll never find a girlfriend."

"Mr. Stark," Peter whined.

Tony laughed, tugging Peter closer to his side as the walked.

"No, seriously. Let's get you fixed up. Your Aunt's going to _kill_ me if I send you back looking like this."

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Two chapters left! Keep sending me suggestions! I love hearing from you! Let me know if there's something you would like to see happen or change!

Thanks for reading! Drop me a review if you've got the time!


	4. Lesson 4: Teamwork Makes the Dream Work

**A/N:** IM SORRY I DISAPPEARED FOR FIVE MONTHS. I suck, I suck, I suck…

This chapter was inspired by **JaliceJelsa4eva** who suggested Capture the Flag! I was also inspired to bring in Black Panther by a suggestion from **TheKingOfTheMotorMouth's**! Thank you!

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of other! ;)

––––––––

"Hold the elevator!"

A hand shot through the rapidly closing space between the doors forcing them open again, giving Peter enough time to scamper through. He panted slightly as he looked up at the elevator's other occupant.

The man was tall, of African descent, and was dressed in what Aunt May called business smart attire. There was something about the way he held himself that made Peter instantly feel small. The man's pores were practically leaking confidence.

"Thanks," Peter said in a near whisper, shrinking in on himself. He reached out a tentative hand to press the button leading to Tony's lab. "W-What floor are you going to?"

"I am unsure. Do you know where I can find Tony Stark?" The man spoke with a heavy African accent.

Peter instantly perked up upon hearing his mentor's name. "That's where I'm heading now actually! I can take you to him. FRIDAY," he addressed the AI, "could you tell Mr. Stark that I'm on my way up? And that Mr. …"

The man gave small smile as Peter squinted up at him. "T'Challa," he supplied.

"Mr. T'Challa's here to see him?" Peter finished his request.

"Sure thing," came FRIDAY's prompt response.

Peter slipped his hands into his pockets as he felt the elevator kick into motion. He tried to keep his gaze straight forward but kept finding himself looking over at the elevator's second occupant. There was something about the man that seemed oddly familiar. Was it the way he was standing? Or maybe it was his voice…

"So how do you know Mr. Stark?" He found himself saying. He ducked his head quickly when the man looked down at him, a single eyebrow raised, not in displeasure, but in curiosity.

"Sorry," Peter hurried on. "You don't have to tell me. Not my business. I was just curious. Oh!" He stopped, a sudden thought occurring to him. "I'm Peter, by the way." He extended a hand to the man.

T'Challa gave him another smile as he gripped it firmly and shook it. "I'm here on business," he said, answering Peter's question. "Stark and I have worked together before," he added as he released the teen's hand.

Peter nodded as he stuffed his hand back in his pocket. "Oh cool," he said lamely. "That's cool…"

"And you?" T'Challa asked. Peter blinked stupidly up at the man, waiting for him to finish his question.

"And me what?" He cocked his head to the side.

"How do you know Stark?"

"Oh!" Peter mentally facepalming. "Oh, I'm Mr. Stark's intern," he nodded, the lie falling easily from his lips.

The elevator doors slid open with a nearly silent _woosh_.

"He's in his lab," Peter said as he stepped off the elevator. He walked backwards a few steps, making sure that T'Challa was following him as he exited the elevator.

He led the man down a short hallway that opened into a larger room that was divided in half by a wall of glass. Tony was clearly visible on the other side of the glass. He was sitting at his workbench, back turned to them, tinkering with something Peter couldn't see.

Peter positioned himself in front of the sliding glass door and quickly typed in his access code. There was a quiet _hiss_ as the door slid open to grant the two men access.

"Hey, Mr. Stark!" Peter called cheerfully as soon as he stepped foot in the lab. He tossed his backpack in the corner as Tony waved a airy hand in greeting. "What are you working on?" He crossed over to where Tony sat and peeked over the man's shoulder.

Tony placed his hands flat on the table, revealing his handiwork. Peter squinted and learned as far forward as he dared without actually leaning on his mentor.

"Mr. Stark, what is that?" It was impossibly small and appeared to made of paper. It looked incredibly fragile. Maybe it was a piece to some mechanism Tony was working on?

Tony picked up a small pair of pliers and plucked the object off the table. He twisted his torso and brought the thing up to Peter's eye level. With the object so close, it was strikingly obvious what it was.

"That's got to be the world's smallest origami dragon in existence!" Peter breathed incredulously. He turned awe-filled eyes on his mentor and saw a childlike glee in the man's eyes that rivaled Peter's own.

"Only took me the better part of two hours," Tony responded trying, unsuccessfully, to keep the pride in his accomplish out of his voice.

Peter almost jumped a foot in the air as T'Challa's voice sounded right behind him. "Fascinating as this is, I believe we have other matters to attend to. Right, Stark?"

Tony finally took notice of the other man standing in his lab and placed the dragon back on the table. "Good to see you again, Your Highness." He swung his legs over the bench and stood before offering a hand to the other man.

"Your Highness?" Peter mouthed silently to himself.

"Pete, you remember the Black Panther from Germany?" Tony clapped a hand on Peter's shoulder. This time, Peter actually did facepalm.

"I knew you seemed familiar," he groaned before offering the King a sheepish grin. Tony gave his shoulder a firm squeeze.

"Don't sweat it, kid," he said. "You two were never properly introduced. T'Challa, this is the Spider kid," he said, tugging Peter in close to his side, something not unlike pride in his voice.

Peter frowned at title. "Spider-Man," he mumbled under his breath.

"Anyway," Tony released Peter from his side and clapped his hands together. "Rest of the team's waiting on the launch pad. We were just waiting on you two. Pete, you brought your suit right?"

Peter wasn't exactly sure what he was going to need his suit for but he nodded anyway. "Yeah, but–"

"Great! Let's go."

The teen hurried after his mentor, stopping only to collect his backpack, as Tony led the group out of the lab.

"What are we doing today, Mr. Stark?" He asked, unable to keep his curiosity at bay. The mischievous grin Tony flashed over his shoulder did nothing to dispel Peter's nerves.

"You'll find out when we get there."

––––––––––

'There' turned out to be a forest in the middle of nowhere. There was nothing around for miles: no road, no town, no civilization. The sun had begun to set by the time the Quinjet touched down in a clearing.

Tony had handed Peter a cardboard box and instructed him to take it outside. Peter had taken it without question but, as always, his curiosity got the better of him and he found himself lifting the lid and peering inside at the contents.

He had frowned upon finding nothing other than a few short poles and some folded up cloth. What the hell was Tony going to do with that?

Speaking of the man, Tony exited the Quinjet sporting only his wrist gauntlets and his special glasses he had FRIDAY connected to. Everyone else had either already been suited up prior to their departure or had changed on the flight.

"You mind putting those together, Pete? Thanks," He said before Peter had a chance to reply.

Peter set the box on the grass and pulled out one of the poles and was surprised when another pole came along with it. And another, and another, and another until the chain ended after five poles. The poles were all linked together through their hollow centers by a long strip of elastic. It reminded Peter of a collapsible tent pole.

He fitted each of the poles together and laid the finished product on the grass. He then reached back in the box and pulled out a another set of poles and connected those as he had done with the first. Once both poles were assembled, he pulled out the folded fabric from the box.

There were two different colors, red and yellow. Peter snorted; classic Tony.

He unfolded the red fabric and saw that it was cut in the shape of a long, right triangle. On the blunt end of the triangle were two holes with a silver grommet surrounding each. Peter knelt down beside the two poles lying in the grass and searched for an area to attach the fabric.

He found what he was looking for at the end of one of the poles. There were two small carabiner clips, the exact distance apart as the holes in the fabric. Peter quickly attached the fabric to the pole before repeating the action with the yellow fabric on the other pole.

The teen pushed back to his feet, a pole held in each hand, and it suddenly dawned on him what he had spent the last few minutes creating.

"Is this Capture the Flag?" He asked Clint, who was standing nearby adjusting his arm guard. "Are we playing Capture the Flag?" He asked again once he had the archer's attention.

Clint shrugged as Steve's voice rang out through the clearing.

"Circle up, team! It's going to be dark soon and we need to get moving."

Peter lifted the poles high enough off the ground so they wouldn't drag as he walked over to where Steve was standing.

"Today's training exercise is all about teamwork," Steve said once everyone was close enough. "I'll be splitting you up here shortly and then we'll divide the terrain."

Peter did a quick headcount and found that there were exactly eight of them. At least the teams would be even.

He looked back at the tall blonde as Steve continued giving instructions. "Your mission is to obtain the other team's flag," he paused and gestured to the flagpoles in Peter's hands, "and bring it back to your territory without being captured. If you get captured, you'll be put in the enemy's jail. Your teammates can free you if they tag you from outside of the jail."

"I'm about to play Capture the Flag with a bunch of grown ass adults," Peter whispered to himself, suppressing the urge to giggle. Steve made it sound so serious.

"Stark, you, Barton, and the kid are with me."

Peter's stomach gave a little flip of joy at being put on the same team as both Tony and Steve.

"Everyone else, you're with King T'Challa." Everyone else being Natasha, Wanda, and Sam.

"We claim the red flag!" Clint shouted suddenly, arm thrusting up in the air. Peter laughed as he handed over said flag. T'Challa crossed the circle and held out his hand for the unclaimed flag. Peter handed it to him with a smile.

"Too bad we're not on the same team this time," he joked.

T'Challa merely hummed in response, but there was a mischievous glint in his eyes that made Peter take his own words seriously. Peter got the feeling that the King wasn't going to make capturing the flag easy by any means.

He'd seen that guy in action in the fight at the airport. He was hardcore, almost more so than Natasha, and that was saying something. Something about the way he fought was both awe-inspiring and fear-inducing. Would Peter train under the guy if he had the choice? Of course! But fight against him? Hell no.

"You've got fifteen minutes to hide your flag and to set up your jail," Steve called out as Tony handed out comm units to everyone in the circle. "Dr. Banner will be monitoring the game from the jet. He also has access to all comm units, so if you need something, he's your guy." He jerked a thumb over his shoulder to where said man was descending down the ramp, a StarkPad clutched to his chest. He gave a timid wave as everyone's eyes turned to him.

"Does everyone have the flare guns I gave you?" Steve asked.

There were scattered murmurs of affirmation, a few nods and some thumbs up. Steve nodded his approval. "If you or a teammate gets hurt– no one should but on the off chance that it happens– fire off a blue flare. The game will pause for ten minutes until Dr. Banner has had time to assess the damage."

More nods of understanding.

"If you see a red flare, that means the Red Team has won and vice versa for the Yellow Team."

Peter bounced on the balls of his feet lightly, anxious to get the game started. He hadn't played this game in years. If memory served, the last time he had played was when he was eight years old during summer camp at some lake that had more algae and trash in it than it did water.

He had been put in the other team's jail within the first five minutes of the game. After he was out he was almost immediately put back in by another player. The cycle repeated itself over and over again until his teammates eventually stopped bailing him out and left him there until the end of the game.

This was his chance to redeem himself. To accomplish what his eight year old self hadn't been able to.

"Any questions?"

"Yeah," Sam answered, "Are you just going to stand there and talk all day? Or are we going to get this show on the road?" His stance radiated impatience but there was a playful smirk dancing around his lips as he talked.

Steve raised his hands in a mock surrender. "Okay, okay," he chuckled. "Fifteen minutes on the clock please, Dr. Banner." He turned around to face the smaller man.

Bruce nodded as his fingers moved over the StarkPad's interface. "Ready," he said, gently pushing his glasses back up the bridge of his nose.

Steve turned back to face the rest of the group. "Go hide your flags."

––––––––––

Peter closed his eyes and focused only on what he could hear. He heard the crickets chirping steadily in the undergrowth, the squirrels skittering through the fallen leaves, and the wind as it whipped and rustled the tree branches.

He opened his eyes and scoured the ground below him from his perch in a tree. It never ceased to amaze Peter how few people looked up when they were searching for something. Both Sam and Wanda had passed by unsuspecting of their opponent just a few feet above them.

The teenager had followed Sam as he led Clint to the Yellow Team's jail. No sooner had Sam turned his back than Peter had swooped down from the branches and freed his teammate. He disappeared back into the safety of the tree mere seconds before Sam turned back, cursing as he realized his prisoner had escaped.

Once Peter had gotten past enemy jail, he set off in search of the flag. He knew it couldn't be far; it was just a question of where they had hidden it.

Satisfied that no one was coming, Peter jumped the eight feet to the ground, landing in a light crouch. He looked around once more, just to be sure, before heading North into enemy territory. At every crack, creak, shuffle, or snap, Peter froze and scanned his surroundings, not wanting to risk being caught.

He didn't know how long he trekked through the brush until he finally saw the prize: the yellow flag was waving in the breeze in a patch of moonlight, its pole shoved through a hole in a fallen log.

Peter lowered himself into a crouch. This was way too easy. Shouldn't someone be guarding it?

"Guys," he whispered into his comm set. "I found the flag."

Tony's voice chimed in. "Nice work, kid. Time to bring home the gold."

Peter inched forward a step, still thinking how eerily easy it seemed to take the flag.

"Something's not right," he breathed, swiveling his head around, searching for members of the Yellow Team.

"What's wrong?" Came Steve's voice. "Are you hurt?"

The teen shook his head, forgetting that the man couldn't see him. "No, no," he answered aloud. "I'm fine. It's just that this is too easy. Where is everybody?"

"I've got Maximoff here in our jail. I have yet to see Nat, though," said Steve.

Peter nodded along as Steve talked. "Sam's here guarding their prison. So where's–"

He's shoulders tensed as the hairs on the back of his neck suddenly stood up and strange vibrating feeling erupted in his chest. _Look up_ , it said.

And look up Peter did, and not a moment too soon. There, scaling down a tree head first at an alarmingly fast rate, was the Black Panther.

Peter scrambled back as T'Challa landed catlike on the forest floor. "Uh hey. Hey, Mr. T'Challa, sir. I mean," Peter stumbled, "Your Highness, sir, Mr. Panther, sir."

T'Challa had lowered himself into a crouch, claws bared and raised threateningly. "I see you've found our flag," he said in his rolling speech. "Try and take it from me."

Peter swallowed hard. "Back up, please?" He squeaked into his comm.

The man was on him in an instant, moving faster than Peter's eye could follow. He ducked and threw himself into a somersault as T'Challa came at him. He dodged again as the man spun around and swiped at Peter's middle.

"You need to be more careful with those!" Peter shouted as he danced away from the Panther's reach. "You could take someone's eye out!"

T'Challa snarled as Peter managed to escape his grip time after time. "Fight back!" He challenged. "Show me how you protect your people!"

Now Peter wasn't one to back down from a challenge, Aunt May said it had something to do with the way boys were wired. But he knew better than to willingly engage in hand-to-hand with one of the most fearsome fighters this generation had ever known.

And besides, Peter had never truly been good at physical combat. He was quite content to make witty comments and web people up from a distance.

Oh! Webs!

How could he have forgotten about those?

He aimed at T'Challa's swiping hand, quickly pressed down on a dispenser, and grinned as the web hit its target. Peter quickly dove forward and passed the King, causing his trapped hand to pull across his body.

The momentum of Peter's dive pulled him off balance and he stumbled slightly at the game changed hands.

Peter moved as quickly as his legs would allow, darting under and around T'Challa until he had managed to web the man's arms across his chest and covered his entire upper body in the thick fluid.

He jumped back and admired his handiwork, watching as T'Challa strained against the web cocoon.

"Sorry! Sorry, I'm sorry," Peter said, holding out his hands placatingly. He shot a quick web downward, pinning the already trapped man's feet to the ground.

Positive that his opponent wasn't able to come after him, Peter raced away and snatched the flag pole out the tree trunk.

"Sorry again!" He called as he raced away holding the pole horizontally to the ground.

He hadn't gone more than a few yards when he felt the hairs on the back of neck prickle again. Trusting his gut, Peter swerved and ran left. There was an almost cartoonish whoosh as his attacker's hand narrowly missed his ear.

Peter risked a glance behind him and saw that T'Challa had somehow managed to break free from what Peter had thought was an unbreakable trap.

He put on a burst of speed and continued to veer off to the left, dodging around trees and jumping over filled branches in his path. But no matter how fast he ran, the Wakandan King was never far behind.

"Hey, Pete!" Came a sudden shout from up ahead. Peter eyes locked on the form of Clint Barton, who was jogging backwards with his hands raised as if to receive a football.

"Go long!" Clint shouted.

Not needing to be told twice, Peter cocked his arm back and threw the pole like a javelin. He barely had time to see Clint snag the projectile out the air before the wind was knocked out of him as T'Challa tackled him to the ground.

Peter flipped himself onto his back and tried to scramble backwards in the dirt, but T'Challa was quick.

The man knelt over his opponent and raised a gloved hand high above his head. Peter flinched as the sharp silver claws made a sudden reappearance. Acting out of desperation, Peter somehow managed to get his knees up to his chest and planted his feet on T'Challa's chest.

Then, before T'Challa had time to react, Peter kicked with all his might and managed to send the man flying high into the air. He jumped to his feet as just as T'Challa had landed back on his.

Did his catlike balance come from being the Black Panther? Or was T'Challa really just that cool?

Said man was advancing on him quickly, and he didn't look too happy at having been launched like a human cannonball.

Peter set his jaw and settled himself into a ready stance that Natasha had taught him. He felt in no way that he was a match for the Black Panther but, if he wanted to give Clint a chance to get the flag back into Red Territory, then he didn't really have a choice.

"Remember what Dumbledore said," he muttered to himself as the King continued to advance. " 'There are much more terrible things than physical injury.' "

And with his nerve somewhat steeled, Peter lunged forward to meet T'Challa. To any outsiders watching the fight take place, they might have only seen blurs of red and blue clashing against what seemed to be nothing more than a morphing shadow.

They punched and dodged at a speed quicker than they had time to think about. It was a fight of pure instinct and reaction. There were grunts of surprise as they each landed hits on each other, stronger than the other thought.

How long they went on, Peter didn't know. His mind was going a mile a minute trying to calculate his next hit while also trying to avoid being hit. He looked for openings in T'Challa's defense, but often found none. When he landed a hit, he was just as surprised as the other man.

A sudden idea struck Peter. A rather unsportsmanlike idea. One could say it could be classified as fighting dirty. But did that stop Peter? Well…no, not really.

Peter began to focus his attention on memorizing T'Challa's fight pattern. Right, lean, right, left, duck, block, right, lean, right, left, duck, block, right….

He waited for the right moment. There! Just as T'Challa was lunging forward from his lean Peter raised his wrist and loosed a glob of web over the slits of the Panther's mask. T'Challa stumbled, his vision suddenly obscured.

Peter used the man's impairment and instability against him. In one quick move, Peter had crouched low and swept the man's legs out from underneath him.

The King's back hit the earth with a solid thud. Peter pounced forward and fired two webs in the shape of an X across his chest, pinning the man as he had done before.

No sooner had Peter finished than the sky was lit up by a smoking red flare.

"Ha ha!" Peter cried, fists pumping into the sky. "We won! Whooho–omigosh I am so sorry." His cheers were cut short as he remembered the man had left pinned to the ground.

He yanked the webbing off of T'Challa and helped the man to his feet.

Peter tugged off his mask and rubbed at the back of neck sheepishly. "Uh, no hard feelings right?" He laughed nervously as T'Challa busied himself with removing his own headgear. Peter breathed a sigh of relief as he saw the small smirk playing around T'Challa's mouth.

"No hard feelings," the man laughed. "I must ask," he continued as the pair began to set off towards the other end of the forest, "what exactly is this stuff?"

"Oh!" Peter piped pleasantly, always excited to talk about his inventions. "I call it web fluid! I made it in chemistry class," he smiled up at the taller man.

T'Challa nodded appreciatively even as he hopelessly picked at the material still plastered on his mask. "It is incredibly strong, as are you," he said. Peter puffed out his chest subconsciously. "You run very fast," T'Challa continued.

"Yeah, it's all thanks to the spider," Peter grinned. "Oh hey! Race you back to the Quinjet?" He was practically bouncing as they walked.

T'Challa gave him a strange look, at which Peter instantly deflated. "We don't have to!" He assured hurriedly. "You know what? Just forget about it," he said, flapping his hand in the air.

The Wakandan King, who had finally managed to pry the webbing off his mask, placed it back and his head and said, "Last one there's a rotten egg!"

Peter's jaw dropped as he stared at the rapidly retreating form of T'Challa. He blinked stupidly before taking off after the man. "No fair!" He shouted. "You got a head start!"

––––––––

One chapter left! I promise I'll update soon! I hope you'll stick it through to the end with me! The next chapter's going to be based off a comment from **AppleSpongeCake**! Go check out what they said to see what's coming!

Please send me suggestions if there's something you want to see! I love hearing from you!

Thanks for reading! Drop me a review if you've got the time!


	5. Lesson 5: Real World Problems, Part I

**A/N:** Whoooooooo…. I am so sorry folks. I didn't die. I just had a really hard time writing this chapter. But then I did! I then I ended up writing three different versions! And then it ended up being way longer than I expected! So I'm splitting it into two chapters!

Hope you enjoy!

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of others! ;)

––––––––––

Peter groaned as he was catapulted back into consciousness by an intense throbbing just behind his eyes. He opened his eyes and immediately wished he hadn't. The room's stark white walls and floors were perfectly illuminated by the harsh fluorescent lights above.

Ugh, were fluorescents usually that bright? Peter screwed his eyelids shut, the light burning red behind them, but the damage was already done. Stabbing pains rocketed through Peter's brain, pulsating incessantly against his forehead, as if it were trying to escape that way.

He went to reach a hand up to cover his eyes but was met with taught resistance.

His eyes shot open, ignoring the pain, and wildly looked down to find the source of the restriction. It was through pain-blurred vision that he found ropes crisscrossing his chest and wound around his bare forearms, binding him to a chair. Someone had cut away the sleeves of his sweatshirt. Rude much?

Peter gave an experimental kick of his legs and found that they, too, were bound. What the hell was this?

Was this just another one of Tony's training exercises?

He looked up and squinted around room, trying and failing to get his vision to focus. _(Did he hit his head?)_ It didn't look like anywhere in the Avengers Compound, at least, nowhere that Peter had been.

As far as Peter could tell (which wasn't saying much at the moment), the floors were polished white marble that marvelously reflected the ceiling's wonderful light fixtures. The walls were undecorated and uninteresting; the only notable fixtures in the room was the door to Peter's right and what appeared to be a keypad mounted on the wall next to it. But Peter wasn't fixating on any of these things.

For there, directly in front of Peter, bound exactly as the teen was, was Tony Stark.

Peter felt his breath catch in his chest as he gave his mentor a once over. The man was dressed as if he was preparing to go to an event. He sported a tasteful black suit and a matching bowtie that either wasn't completely tied or had been loosened considerably.

Peter's stomach churned at the dark red liquid splashed over Tony's shirt; it looked old, but any blood on the outside wasn't good. Tony's head was tipped down onto his chest so that Peter couldn't survey the man's face.

"Mr. Stark?" He called softly, trying to quell the tremor in his voice and failing miserably. "Mr. Stark?" He called again, louder this time. Still no response.

Okay, this wasn't a training exercise. This was real.

Peter strained against the ropes in earnest, desperate to get over to Tony. He grit his teeth as the ropes bit into the soft skin of his forearms but didn't let it deter his struggle for freedom. He needed to make sure Mr. Stark was okay.

His adrenaline went through the roof as Tony gave a sudden thick, wet cough. Peter's head snapped up just in time to see a fresh stream of blood escape down the man's chest.

"Oh god," Peter croaked. This was serious.

'Think, Peter', he chided himself. Mr. Stark had trained him for this. How had Peter escaped last time? Peter snorted as the memory resurfaced quickly. He'd fallen on his face and managed to break his nose, that's what had happened.

He'd also managed to break off one of the arms of the chair which had allowed him to escape. If he could just figure out how to do it again…

Peter wiggled his right arm experimentally, testing the give of the rope. Whoever it was that had tied him up had done a pretty good job, but not the best. He had just enough room that he could point his elbow away from his body at a slight angle, maybe ten degrees.

It was all he needed.

Peter clenched his hand into a fist, shoved his arm as far forward as the ropes would allow, then yanked it back and upwards with as much strength as he could muster in such a limited space. The wood splintered but didn't break. Peter reset and tried again, pulling harder this time. There was a sharp crack and the Peter's arm was free, arm rest and all.

He quickly set himself to freeing his other arm and, once that was free, moved on to his feet and chest.

He was still untangling himself from the cords as he stumbled out of the chair and across the room. His head was still screaming at him and knees protested sharply as Peter threw himself down in front of the unconscious man but Peter could not have cared less.

"Mr. Stark?" He asked as he slowly lifted the man's chin, wincing as he finally caught sight of the damage. There were purple and blue bruises sprouting over Tony's cheekbones. His lips were covered in blood and there was a nasty gash across his right temple. Peter guessed that that was what had knocked the man out.

What confounded Peter the most, however, was the strange metal collar fitted around Tony's neck. There was what looked to be a battery pack of some kind attached to the front right on Tony's throat. A blue light pulsed on the pack but what it meant, Peter didn't know.

He gently released Tony's chin and lowered his search to Mr. Stark's chest and abdomen, searching for the cause of all the blood. First things first: he needed to get those ropes out of the way. Peter made quick work of the ropes on his Mr. Stark's legs and arms then, with the other hand holding Tony back against the chair, Peter snapped the last of the bindings and threw them to the floor.

How did he even get here? The last thing Peter remembered was heading for the subway after school. Aunt May was planning on trying out a new recipe tonight that Mrs. Dozier from next door had given her. Oh god. May was going to be so mad when he didn't show up. How long had they been here?

He'd been given strict instructions from her to come straight home. "None of that Spider hooey tonight. Queens'll survive one night without you," she had said. And if May didn't kick his ass, Captain Rogers would for sure. What was it Steve had said that one day?

 _"_ _If the enemy knows when your guard is down, they won't hesitate to strike hard…It doesn't matter to them if you're just a kid."_ And yet here he was, heaven knows where, taken by heaven knows who. All in all not a good situation.

Peter's brow furrowed as Mr. Stark gave a soft groan as the pressure from the ropes around his chest was released. "Mr. Stark, can you hear me?" He rocked back on his heels as he took hold of either side of his mentor's face, searching for any sign that the man was returning to consciousness. "Mr. Stark!" Peter said again, shaking the man ever so slightly. He was rewarded with a nose scrunch and something that sounded like, "nyuh". Whoo hoo.

Peter released Tony's head and swept aside the expensive black suit jacket and gently palpated Tony's sides. He'd barely gotten halfway down when the air was suddenly filled with a horrible high-pitched tone that overwhelmed every sense in Peter's body.

He stumbled away from Tony as his hands instinctively clamped over his ears, pressing harder and harder but doing nothing to drown out the sound. The pressure in his jaw was reaching a point that his teeth were in real danger of breaking. Bright lights flashed behind eyelids that were screwed tightly shut and strained muscles fought against the pain battling its way in.

It must've only been seconds but to Peter, it felt like minutes. Then– a new sound.

"Mr. Parker, I do apologize for that little demonstration. I just had to see for myself if my colleagues were telling me the truth. It did work a charm, gentlemen; well done!"

Peter blinked open his eyes, panting slightly, and was met with the sight of shiny black oxfords. How did he end up on the floor? Not particularly enjoying his vulnerable position, he scrambled to his feet.

Standing, however, was a bad idea. The room had a strange shaky look to it and standing felt very similar to when you get off a trampoline after having been jumping for a good few hours.

Peter shook his head and blinked rapidly. Today was so not his day. First, those stupid fluorescent lights and now this crap? Peter dug the heels of his hands into his eyes and inhaled shakily through his nose. A familiar churning sensation was starting in his stomach and he was afraid that if he didn't get this under control now, the chili and cheese hot dogs he'd had for lunch were going to make an untimely reappearance.

The man was continuing to speak, but Peter heard him as if he were speaking from the bottom of a pool. "I can see you made easy work of these ropes," he said jovially. "Perhaps something a little more robust in the future, hm?"

That got Peter's attention. "Future?" He muttered under his breath as he dropped his hands, squinting over at the man.

The man gave a short, easygoing laugh as he answered, "Oh come now, Mr. Parker, there's no reason to be afraid," he said. "We're not here to hurt you! That is, of course, unless you force our hand." He a flicked a round finger nonchalantly at Peter's throat.

Peter's hand flew to his throat. His fingers were met with a cold metal that wrapped all the way around his neck. He had on a collar just like Tony's. How hadn't he noticed that?

"Who are you?" Peter croaked.

The man had started to pace slowly around the room, not looking at Peter, but still directing his words at him. "My name is Professor Jeffrey Penmark," he said, absentmindedly thumbing the ripped remains of the rope from Peter's chair.

Jeffrey Penmark was a plain man with no distinguishing marks or characteristics. He sported a well-trimmed beard that matched his hair: salt and pepper, but still resplendently full. Underneath a pristine white lab coat, he wore an immaculately starched blue shirt that was tucked into a pair of grey slacks. Everything on him had its place and purpose.

"These are my colleagues, Professors Reese–" he gestured to a tall, wiry man with a handlebar mustache on Peter's left that he hadn't noticed before "–and Reyes." He indicated a second man on the right, this one also tall but more thickset. Had they been here the whole time?

"We're researchers with the Poughkeepsie Medicine Review Board," he continued as he dropped himself into the empty chair. "We've been attempting to create a cure for leukemia for many years now without success, obviously."

Penmark leaned back and stretched out his legs, crossing them at the ankle. He twiddled his thumbs as he proceeded. "The issue of leukemia is one that I carry close to my heart. You see," he stuck his index finger inside the collar of his shirt and pulled out a simple silver chain. At the end of it dangled a rose gold band adorned with tiny, precisely cut diamonds.

It was an engagement ring.

"My fiancée passed from leukemia not even two years ago. It took my mother's life as well when I was still in high school." The professor tucked the ring back into his shirt, never breaking eye contact with Peter.

Peter swallowed nervously. "Look, I'm sorry about your mom and your fiancée and all but I'm just–" Peter spoke. "I don't understand what this has all got to do with me and Mr. Stark," he said, gesturing towards the unconscious man in the chair.

Professor Penmark serenely and folded his hands across his stomach. "Mr. Parker, I've spent nearly thirty years of my life attempting to find a cure for this unrelenting disease. Every time I think I've found the answer, my hopes are splintered and fractured by the harsh reality of the fact that modern medicine cannot keep up with the constant development of today's diseases."

Though his words were bitter his voice was calm. Was there anything that ruffled this man's feathers?

"I have a daughter Mr. Parker," he said, sitting up right suddenly. He planted his elbows on his knees and rested his chin on his laced fingers. "You'll get a laugh out of this," he said with a chuckle. "I certainly did."

Peter swallowed nervously.

"My daughter is eleven years old," said Penmark, a fond look crossed his face. "She'll be twelve this June. My daughter…has leukemia." He chuckled again, but this time there was no humor in the sound. "We received the diagnosis not two months ago."

He pushed suddenly to his feet, making Peter stumble back in surprise.

"I'm tired of losing, Mr. Parker," he said as he shoved his hands into the pockets of his pants. "I'm sick and tired of losing people that I love to this stupid disease." Penmark's unusually calm voice was invaded by a sting of venom. "This is where you come in." He said, pulling out a hand and wagging a finger at Peter.

"I'd seen videos on the news and my daughter had watched clips of Queens's masked hero: the Spider–Man."

Peter kept his face neutral, but he felt his heart rate kick up a notch. This couldn't be good.

"Together we watched as the Spider–Man caught moving cars with his bare hands. We saw him jump off of ten story buildings, hit the ground, and walk it off without so much as a limp."

The teen frowned, but quickly hid it by looking inquisitive instead. _When did I fall off a building?_ He thought. Surely he'd remember something like that.

"So I did what I do best: I researched," Penmark continued, scratching idly at his temple as he leisurely strolled over to where Peter stood rooted to the spot. "I researched everything I could about the Spider–Man. I researched sightings, public appearances, victories and defeats. Hell, I even researched the clothing he wore." The professor chuckled to himself, but Peter didn't share in his joy.

"Just as I was running out of dirt to dig up, there was report in the paper that caught my eye. It talked about Iron Man and Captain America and the Sokovia Accords. Now, you and I both know that Tony Stark is a man of much interest." Penmark stopped a few feet short of Peter.

"There was a picture on the online version of the article that showed Tony Stark getting into a car with a young man. I was intrigued. The article said that the young man was Mr. Stark's personal intern, but I've never heard of Stark taking on personal interns before. I ran facial recognition software and it came up with you, Mr. Parker."

"I found your address. You live with you aunt, right? May Parker?" Penmark cocked his head to the side, looking as if he didn't already know the answer to the question. A cold stone of dread settled in Peter's stomach.

"I triangulated Spider–Man's appearances throughout the city and your address, Mr. Parker, happens to be in the center of all the madness."

"What're you saying? That I know who Spider–Man is?" Peter choked out, trying his best to project nonchalantness into his voice.

"Oh, I think you do," smiled Penmark. "Once I had your address, it all began to fall into place. The suit: Tony Stark's tech. You: Tony Stark's "intern". Spider–Man appearing in such a close vicinity to wear you live. Imagine my surprise when I found out that the hero of Queens was only a child."

Penmark laughed, a high stuttering laugh unbecoming of his person.

"You are my cure, Mr. Parker," he said, throwing his arms wide as if he were going to embrace Peter. "You are going to save my daughter and so many others."

Peter shook his head violently. "No, you've got it all wrong," he said. "I–I'm not Spider–Man. I'm just Mr. Stark's intern. That–That's it. _Just_ his intern. If I– I knew who Spider–Man was, I'd gladly point you in the right direction, but–"

"Ah ah ah!" Penmark tutted. He gave a quick nod to Reyes, who nodded in return and pulled out the tablet under his arm that Peter hadn't noticed he was holding. "I don't tolerate lies, Mr. Parker," Penmark said as Reyes typed something on his tablet.

Peter switched his gaze back to Penmark. "I'm not lying! I don't know who Spider–Man is. You have to believe me," he said, desperately wanting nothing more than to escape from the hellishly white prison.

Penmark raised his right hand and snapped his fingers. Instantly, Peter's world erupted in pain as a sensation he could only describe as agony coursed through his body. He dropped to his knees with a scream, his nociceptors engulfed in a circuit of pain.

And then, as suddenly as it had started, it was gone. He gasped as the pain receded and his nerves were no longer on fire.

"Oh dear," he heard Penmark say above him. "How high _was_ that?"

"100 volts," came new voice, much deeper than Penmark's.

"Hmm. Well, he seems to be fine."

Peter, still panting for breath, stared in horrified confusion up at the man.

"Lie to me again, Mr. Parker, and I will have Professor Reyes increase the voltage," Penmark said as he gazed down, nonplussed, at Peter.

"I didn't lie," Peter gasped. "I'm not Spider–Man."

Penmark arched an eyebrow. He nodded slowly, his eyes dropping down to look at his shoes. "Let's try 120 this time, Reyes."

Every muscle in Peter's body seized as the electricity coursed through him. He doubled over in agony, bracing his hands against the floor to keep himself from falling flat on his face. Every nerve was ablaze with pain as the current continued through this body. And then, just as quickly as it had started, it was over. He opened his eyes, not realizing that he'd shut them.

"You've now experienced two of my colleagues's new collar's capabilities this evening, Mr. Parker," Penmark spoke from above him. "I'd hate for you to experience more pain than is necessary."

Peter bit back the sarcastic retorts that wanted so badly to escape. _This is not the time, Peter, not the time._

"Professors Reese and Reyes will escort you upstairs to get some bloodwork done," Penmark said as he retreated to the door. "I have conference call I need to be in on. No funny business, Mr. Parker. Remember: these gentlemen designed that collar you're wearing."

And with those words, Jeffrey Penmark was gone.

"Alright, get up," spoke Reese for the first time. Had it not been for the unfortunate circumstances he was in, Peter would have found Reese's voice a calming one. He had a rich baritone with a gravelly undertone. He slotted a hand under Peter's armpit and helped him to his feet.

"Please, you have to believe me. I'm not who you think I am," Peter pleaded. "I can't help you guys. Just let us go! Please, I – Mr. Stark's hurt and he probably needs to see a doctor so if you could just– agh!"

Peter clapped his hands over his ears again as the high-pitched tone abruptly returned, more vicious than before. If anything, his senses were more hypersensitive to the sound this time around. Peter felt as if the sound was quite literally splitting his head into two halves. He was aware of every hair on his arms as they stood to attention.

The blood pounding in his head sounded like the banging of a million bass drums.

"Sorry! Sorry, I'm sorry!" He gasped out.

The sound died instantly.

"That's what I thought," came the deep voice of Professor Reyes. "Tell all the lies you want, Parker, but we developed that specific piece of technology specifically for you. It's like Professor Penmark was saying, we did our research. Why do you think that sound bothers you and only you, Parker? It's a frequency that only you can hear!"

Peter squinted at Reyes as the man laughed at himself, obviously amused. "You can handle high levels of electricity because you heal faster than humans do. Deny all you want, Parker," Reyes chuckled. "We know what you are."

As the man stood laughing, Peter quickly slipped his fingers between the metal and the skin of his neck and began to tug, intent on snapping the collar off.

"Ah ah ah! I wouldn't do that if I were you," Reyes tutted superiorly.

Peter froze mid tug, wanting nothing more to ignore the man and rid himself of the torturous technology. But, as Reyes has already proved, this was not the time for ignorance.

"That collar comes with a very special auto-injector mechanism should it be removed in any other way that is not via passcode input on this here tablet," he paused to waggle said device in his hand. "Let's just say that the cocktail of drugs in that injection would be enough to make Captain America's stay in the ice look like a catnap."

Slowly, Peter removed his fingers from the collar.

Professor Reese removed a pair of what looked like ordinary handcuffs from the pocket of his lab coat and gestured for Peter to hold out his hands. Peter didn't like where this was going at all. He couldn't allow these men to take his blood.

Who knew what it would do to the people they tried to use it cure? Who knows, maybe it would help. But it could also end up killing them. On the other hand, if he and Tony did manage to escape, these guys knew where he lived. That meant May could be in danger. They'd have to move. But what if Penmark just found them again?

Penmark didn't just know where he lived, he knew Peter's identity. Who else had he told?

Was he telling people about Peter right now in his conference call?

Peter didn't even know how to begin to fix the situation.

The handcuffs closed with a soft around his wrists. He hissed softly in surprise at an unexpected pinprick in both wrists that only lasted for a moment. Then came the numbness.

"What the hell?"

Peter stared down in alarm at his arms, willing them to move but getting no response, no muscle contractions, not even so much as a spasm.

"What the hell did you do to me?!"

Professor Reyes snorted as he tapped away at his tablet. "Relax," he drawled, spinning on his heel and walking towards the door. "It'll wear off." Reese grabbed Peter's bicep and began to steer him towards the door as well but Peter dug his heels in.

"Wait wait! What about Mr. Stark?" Even though Peter couldn't move his arms, he was easily able to use his upper body to rip his out of the man's grasp. "You can't just leave him he– no, hear me out!" He all but shouted the last part as Reyes lifted his finger to press another key on his tablet.

Peter swallowed hard, thinking fast. What would Mr. Stark do? Act first then ask questions later, probably.

Still mentally putting a plan together, he said, "I'll give you my blood. I will, I promise, but you've got to get him a doctor. Please."

Reyes quirked an eyebrow but didn't say anything for a moment. Then he quickly typed out something on his tablet. "Medical's on their way down. Happy?"

Peter gave a curt nod, but inwardly felt the tight knot of concern in his chest begin to ease. Even if he wasn't going to be there with Mr. Stark, at least the man was being taken care of.

"Oh, and taser."

Peter frowned. "What?"

He jolted as a short burst of electricity raced through him.

"That was for being rude to Professor Reese," Reyes snarked. "You do that again and the next shock goes to Stark. Capiche?"

Peter felt as if someone had slipped an ice cube down his spine. His eyes darted back to Tony's unconscious figure slouched in the chair. His mind instantly raced back to the day of training with the team on how to save civilians when he'd been paired with Mr. Stark.

How was this any different? Save the civilian, don't let them get hurt?

"Hey!" Reyes snapped. "I said, do you capiche?"

Split second decision. Peter was used to those.

"Yeah, I capiche," he sighed, lowering his chin. He felt Reese put a hand on his back and start to push him towards the door. But before they had gone more than a few steps, Peter drew up short stomping his foot down on Reese's right, effectively trapping it.

The man cried out at the sudden pressure on his toes but was instantly silenced as Peter threw his head back into the man's face. There was a sharp _crack_ and the professor collapsed like a sack of potatoes to the floor.

Knowing the man was down for the count, Peter wasted no time heading for the other professor who was frantically typing something on his tablet.

Peter's arms flopped uselessly in front on him, the numbing agent still in effect.

Though he was moving quickly, he wasn't fast enough to stop Reyes from re-activating that god-awful noise that made Peter's blood feel like sugar crystals running through his veins. He cringed as Spidey-Sense went ballistic, sending warnings racing up and down his spine. It felt like something was coming at him from every direction.

He grit his teeth and kicked the tablet out of the professor's hands. The man started to back away but Peter took a step forward of his own and delivered a well-placed roundhouse kick to the side of the head that sent him crashing to the floor along with his compatriot.

That was easy. Now to save his civilian.

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Last one to follow! Thanks for sticking with me!

Thanks for reading! Drop me a review if you've got the time!


	6. Lesson 5: Real World Problems, Part II

**A/N:** Last one! Thank you everyone who reviewed, followed, and favorited! You guys are what kept this story alive.

 **DISCLAIMER:** I own nothing! I make no profit off of this. This is solely for my enjoyment and hopefully for the enjoyment of others! ;)

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Peter stumbled his way back over to Mr. Stark was still slumped in the chair. "Mr. Stark, you've got to wake up," he yelled for one of two reasons. 1. Because he couldn't use his hands to assist in waking the man up. And 2. Because he really couldn't hear himself all that well over the sound of the _damn collar_.

Oh hey! Peter was pretty sure he just felt his pinky twitch.

Knowing that this was wrong and if he had any another choice he'd never do it, Peter walked around to side of Mr. Stark's chair and put his mouth right next to his mentor's ear and screamed, "MR. STARK!"

It yielded the intended results.

The man's eyes shot open as he gasped, followed by an extremely chesty cough. "What the hell?" He panted, eyes looking around wildly, taking in the two unconscious men on the floor and the remains of Peter's chair from earlier.

As if sensing the teen's, presence to his right, he suddenly looked up and started at the figure looming over him. "Jesus, kid," he breathed. A look of relief crossed his face at realizing it was just Peter, but then he did a double take.

"What happened? Where are we? What's going on? You okay?" He shot off, leaning sideways in his chair to get a good look at Peter. His brows pinched together as he studied the expression on Peter's face. "Kid, your ears are bleeding."

Peter shook his head, wincing as the motion aggravated the blinding pain behind his eyes. "I'm fine," he said, although judging from the way Mr. Stark flinched back he must've shouted that too. "Are you okay?" He asked, making an effort to lower his volume.

There was a brief pause as Tony mentally took stock of himself. After a second, he gave a curt nod. "I'm good. But seriously, kid, what's going on with you? You look like Casper's cousin twice removed."

At any other time, Peter would have laughed the joke. But the thought any jolting motion such as laughing made Peter want to dig his own grave.

"It's this stupid collar. They turned on some kind of signal or noise or something– I don't know! But–"

"I don't hear anything."

"You wouldn't, Mr. Stark. Your hearing isn't good enough," Peter grit out, feeling nausea bubbling in his throat again. He clenched his eyes shut against the blinding light of the fluorescents.

"Why don't you just break the damn thing? That'd stop it right?"

Peter went to shake his head but remembered the feeling from last time. "Can't," he bit out, not trusting himself with too many syllables. "Only way to turn it off is with the tablet."

There was shuffling to his left, but Peter didn't open his eyes until there was an abrupt yelp and the sound of flesh hitting stone. Peter crouched down next to Mr. Stark's new position on the floor.

"What just happened?" He asked, wishing he could lend the man a hand and help him up but unfortunately the only feeling he had was in his pinky finger.

Tony had the grace to look sheepish. "I guess I wasn't as fine as I said." He twisted until he was sitting on his bottom and reached down to roll up his left pant leg. He gingerly pushed down the black dress sock to reveal his ankle. To Peter's slightly blurry vision, Mr. Stark's ankle was a watercolor of purple and blue. Not the color's Peter would have personally chosen to make a masterpiece, ie: it didn't look pretty.

"'Kay, I'm going to need you to bring me that tablet," Mr. Stark instructed from his place on the floor.

"But your ankle–"

"Nothing we can do about it right now, Pete. Tablet. Now."

Peter shot to his feet faster than he should have. _'Oh god it's like that Tilt-a-Whirl from that carnival May took me to,'_ he thought just as he lost the battle with his stomach. He at least he had the sense of mind to stagger away from Mr. Stark before being sick.

He gagged as the foul liquid splattered over the pristine floor as he was sick not once, but twice. He could distantly hear Mr. Stark saying something behind him, but ignored him as he heaved up a mouthful of bile. He spat out a glob of mucus before stumbling backwards away from the vomit.

"Kid, talk to me! Are you okay?"

Peter nodded quickly, ignoring the splitting headache, knowing he needed to acknowledge Mr. Stark or the man was going to go into a spiral here pretty soon. "I'm fine," he gasped out. "Just– just stood up to fast."

He disregarded Tony's mumbled comments behind him as he made his way over to where the tablet had landed on the floor earlier. He placed his foot alongside it and kicked it over to where the billionaire was sitting.

Blurry vision aside, Peter knew the man's body language well enough to know that Mr. Stark was giving him the was-that-necessary face right then. "They numbed my arms." Peter twisted his torso back and forth sharply so his arms swung in demonstration.

And now, Peter was pretty positive that Tony was rolling his eyes. There was silence as the man worked on the tablet. Well, silence for Mr. Stark. For Peter, his world was still engulfed in that horribly electrifying noise that made his brain want to escape through his nose.

Peter closed his eyes and tried to focus on his breathing. In, two, three, four, ( is this was it was like for dogs when you blow a dog whistle?) hold, two, three, four, ( because if it was, Peter was going to round up every dog whistle that existed and destroy it) out, two, three, four, in, two three, four (oh god his head was literally going to implode) out, two, three–

Peter gasped as the sound abruptly disappeared. He blinked rapidly as the tension in his muscles began to drain away and his hands unclenched from the fists he had involuntarily made. Oh wait!

He lifted his hands in front of his face and wiggled his fingers experimentally. "Ha!" The laugh burst out of him.

"Better?"

His eyes dropped down to the man sitting on the floor, tablet resting in his lap. Peter tugged his wrists apart, snapping the metal links of the handcuffs. "Much better. Thank you, Mr. Stark." The headache and blurry vision were still there, but those he could deal with in comparison to that freaking noise.

"I disabled the code for that sound so even if there's another access point for it somewhere in this building, they won't be able to get it up and running again," Mr. Stark continued. "I took the liberty of disabling my own as well. What I wasn't able to override is some code for an auto-injector? But I don't think we'll have to worry about it as long as we get these off. Your hands are working again, right?" He finally looked up at Peter, face blanking at the stricken look on the teen's face.

"What?"

Peter jaw worked for a second, but nothing came out. He swallowed and tried again. "I can't take mine off," he stammered staring down at the floor. "One of them–" he jerked his thumb at the unconscious men on the floor "–said if I try to take it off, it'll automatically inject me with some kinda drug that either knocks me out or it kills me."

Tony was off the floor in an instant, hobbling awkwardly on his bad leg. "Whoa, whoa, whoa. It either knocks you out or it _kills you_?"

Peter shrugged. "He was really unclear."

Mr. Stark exhaled heavily through his nose, pushing a hand through his hair. "Jesus Christ, Peter," he mumbled. "Okay, okay." He scrubbed a hand over his face, wincing as accidentally pressed too hard on the bruises littering his cheeks. "Did he say anything about how to get it off?"

Peter squinted and tried to think back. "Uhhh um what did he say… did he say ummmm oh!" He snapped his fingers together excitedly. "Yes! He mentioned a-a-a passcode!" He said tripping over his words in his eagerness. "He said you have to put a passcode in the tablet to dismantle it!"

Tony threw his free hand in the air in exasperation. "Well that could be anything from here to infinity," he mumbled, glancing back down at the tablet. He swiped down a long list of code, occasionally peering back up at Peter's neck.

A particular line of the code must've caught his eye, because he stopped, zoomed in, stared at Peter, looked back down, stared at Peter again, then smirked a very familiar smirk. It was that smirk that made Peter finally realize that everything was going to work out okay.

"I've got it. 18 minutes, 4 seconds," Tony said, leveling Peter with a determined stare.

Peter blinked. "Hm?" He frowned, extending his neck slightly in the way he did when he was confused.

"From what I've gathered from this," Tony wagged the tablet in his hand, "someone's rigged that injector of yours to go off in 17 minutes, 48 seconds."

Peter felt his breath catch in his throat. "O-Oh," he said, because what else do you say to that?

"We're going to need to find ourselves a security camera," Mr. Stark said, clicking off the tablet and stowing it under his arm. "But first thing's first, I need you to get this thing off my neck." He tapped the metal fitted around his neck. Peter was quick to oblige.

He slid the fingers of one hand under the metal and gave it a sharp tug, feeling the metal give way easily. Tony sighed in relief and rolled his neck from side to side as Peter tossed the broken object to the ground.

"Alright, kid. As much as I hate to ask this of you, you're going to have to help me walk cause I'm not going to make it far with this stupid–" His sentence was broken off by a horribly, thick sounding cough. Peter flinched at the both the suddenness and the ferocity of it.

"I thought you said you were okay!" He accused as soon as Mr. Stark stopped coughing.

"I am! I'm just getting over a bad cold, I–"

"Are you sure?" Peter knew Mr. Stark had a habit of down playing his injuries. "Cause earlier when I first woke up and you were still unconscious there was blood all over your chest and I couldn't figure out where it was coming from and then you coughed and it was – well it was actually kinda gross – but you coughed up _blood_ dude like actually coughed up blood and I thought that maybe you had punctured a lung or something but I couldn't tell if you had any broken ribs or not so I–"

"Peter!" Tony grasped the boy's shoulders and gave him a little shake. Peter felt his teeth click against each other as his head snapped forward. He stared wide eyed at the man in front of him. "Take a breath, kiddo."

Peter inhaled sharply.

Tony nodded. "Okay, let it out."

Peter exhaled heavily through his mouth. Mr. Stark patted him on the shoulder. "You good?"

"Yeah, sorry," Peter nodded slowly. Curse his stupid motor mouth.

"To answer your question – or questions – or whatever the hell that was, I don't have a punctured lung: I had one hell of a nose bleed prior to being brought to wherever the hell this is. As for the coughing up blood, that was just bloody drool. I have a cut on the inside of my cheek. Look." He hooked a finger inside of left cheek and, sure enough, there was a cut on the inside. "So yeah, it was gross. Sorry, I scared you, kid."

Suddenly he frowned; you could almost hear the record scratch in his mind. "Hang on. Back up. Did you just call me 'dude?'"

Peter flapped a hand. "Unimportant. We gotta go. They called for medical to come down at look at you, and I don't really feel like dealing with more people."

Tony nodded curtly. "Lead the way."

––––––––––

"Just so you know, if there's ever a three-legged race and we get to choose our partner, I'm not choosing you."

"That hurts my feelings, Mr. Stark. Really." Peter peered around the corner before guiding the pair down the hall. "I could just give you a piggyback ride if that'd make it easier?" He offered, smirking over at the man. Mr. Stark's eyes widened comically at the mental image and thought of being given a piggyback ride by a fifteen year old.

"I'll pass, thanks."

They ducked into a side room quickly as a pair of footsteps was heard distantly. They'd made their way up seven flights of stairs this way, playing hide and seek with the occupants of the building, having plenty of close calls. It was a miracle no alarm had been raised yet.

The two scientists in the basement must still be out cold.

Mr. Stark, being the genius that he was, had managed to get an encrypted message out to Captain Rogers asking for a lift out of the facility. Peter was glad he had actually been paying attention to Penmark's speech earlier and had remembered the name of the place.

Peter's countdown was now down to 10 minutes, 52 seconds. He knew that Mr. Stark had a plan, but he'd be lying if he said that he didn't have a lot of 'what ifs' running through his mind.

What if Mr. Stark's plan backfired and the collar instantly injected Peter with a lethal dose? What if Tony Stark, the smartest person Peter knew, couldn't figure out how to get this thing off his neck? What if this morning before school was the last time he saw his Aunt May?

He tried not to let those thoughts overwhelm him and instead focus on getting Mr. Stark the supplies he needed for his plan and then focus on getting them to the roof to get them out of here.

Peter slowly opened the door as the footsteps receded, and he and Mr. Stark began their trek down the hall again. Steve had said he was ten minutes out and that had been five minutes ago.

"Pete, stop, stop stop!"

Peter tripped slightly as Mr. Stark suddenly veered right into a dark room. Peter didn't even have time to read the plaque beside the door before he was all but hauled inside. He flipped the light switch to his left and instantly realized why they had stopped in here. It was a storage room of some sort but not just for supplies. There were shelves of what looked like old medical equipment, outdated computer monitors, and some other strange home inventions.

In short, Tony Stark's playground. Peter settled the man at a table in the corner of the room first, then went up and down the rows grabbing whatever Mr. Stark pointed out to him.

He dumped the items on the table and stood back, content to let the man do his thing. "

"Bust open that camera for me, kid," Tony asked, already dismantling a monitor. Peter didn't waste any time in taking apart said machinery. Once it was open, he passed it back to his mentor.

It took the man less than 3 minutes to finish. "Got it. Let's go," he said, stretching out an arm to put around Peter's shoulder.

"What is that?" Peter asked, looking down at the device held in Tony's hand. It looked vaguely familiar but he didn't want to sound like an idiot in front of Mr. Stark if he was wrong.

"It's an EMP," Tony said with a grunt as he put pressure back on his injured ankle. "Low energy, small radius. Probably shouldn't set it off in the building though. With our luck, we'd somehow alert security to our gloriously freed presence."

Peter nodded along as he talked. "How much time do we have left?" He asked as checked to make sure that the corridor was clear.

"Uh, 8 minutes, 16 seconds."

Peter bit his lip, thinking for a second. This was the top floor of the building, but, according to the floor plan next to the stairwell, the roof access door was clear on the other side of the floor. And for some godforsaken reason, this floor was buzzing with people. Peter could hear their voices floating through the walls. Footsteps clattered up and down the hallways. With their method of sneaking, it could take forever to get to the roof door.

And yes, Peter was worried about the whole possibly dying by lethal injection, but his main concern was that if the injector went off before they reached the roof, then Mr. Stark would be left alone. Injured and alone.

Peter couldn't have that. He was supposed to be saving his civilian.

He needed to make sure that Mr. Stark made it out safely. Top priority.

He turned his head to face the man he was supporting. "Mr. Stark, I have an idea but I really need you to trust me."

A weird look crossed the man's face, Peter couldn't quite place what it was. "I trust you, Pete."

Peter nodded. "Okay. Remember that piggyback I suggested earlier? No, listen to me! I'm not just talking about carrying you, I'm talking about wall climbing. I've found that even if people are looking for you, they almost never look up. I just need you to hang on long enough that I can get us to the roof."

The expression on Tony's face morphed from one of incredulity to one of resignation as he sighed. "Yeah, alright," he said, hopping to stand behind Peter. Peter blinked at how quickly the man had given in. He was thankful, sure, but Peter had been expecting at least some kind of a fight.

"If you tell anyone about this, I'll tell them that you were a late bed wetter and cry at P.S I Love You."

There it is.

Once Mr. Stark had a firm grip around Peter's shoulders and his legs were locked around his waist, Peter wasted no time scurrying up the wall and heading for the ceiling. It felt weird having the extra weight with him, but it still worked out just fine.

"Oh fuck me." Peter heard Mr. Stark mumble as Peter scampered across the ceiling, making sure to periodically glance up (or was it down) to make sure that no one had seen them.

 _'_ _I can't believe this seriously worked,'_ Peter thought to himself as the door to the roof became visible. Checking that the coast was clear, he scurried down the wall, feet first. As soon as his feet touched the ground. Mr. Stark released him and hopped back a step.

"Not a word," he muttered pointing an accusing finger at the teen. Peter raised his hands in surrender before quickly shoving open the door to the roof. He helped Tony through before following.

He squinted as his eyes tried to adjust to the blinding glare of the sun off of miles and miles of – water?

Where were they?

"Pete, come here," Tony called from where he was standing on the middle of the rooftop. "Let's get that thing off your neck. We've still got a few minutes left but I don't want to risk anything."

Peter hurried over, seconding Tony's opinion. Better not to take any chances.

Mr. Stark pressed down on the EMP, all the while staring at the collar around Peter's neck. As soon as he pressed it, he gave a quick nod and tossed the gadget to the ground. "Alright, you're good," he said, flashing a quick, rare smile. "Why don't you pop that bad boy off?"

Peter fitted his fingers underneath the collar but was hesitant to pull. "You're sure?" He asked, one eyebrow quirked.

"Are you doubting me?" Mr. Stark pointed a finger up at his own face. Peter shook his head quickly. "No, sir, I–"

"You're going to be fine," Tony interrupted. "Now pull that damn thing off. I'm tired of looking at it."

If Peter took it out and the injector did still inject him, at least Peter had gotten Mr. Stark to the roof. Captain Rogers would be here in less than a minute probably. Peter could risk it.

He screwed his face up and pulled.

When nothing happened, he popped open one eye followed quickly by the other.

"I'm okay?"

Mr. Stark rolled his eyes, but clapped a reassuring hand twice on the teen's shoulder regardless.

"Where is Rogers with that boat?"

Peter frowned. "Boat? I thought he'd come by–" Whatever Peter thought was interrupted the sound of the roof door banging open and vomiting about twenty men fully outfitted in tactical gear with some pretty impressive looking guns leveled at the pair of escapees.

Peter grabbed Mr. Stark and all but lifted the man off his feet in his haste to help him move.

"Hands behind your head! Get down on the ground!" One of the men shouted. Peter slowly began to raise his hands, Mr. Stark doing the same to his left. Shit, this was bad.

Just as he was about to lower himself to his knees, he saw it. Behind the sea of black, was a valiant shade of blue broken up with red and white.

"Hey, Mr. Stark," he said, only speaking loud enough that the man next to him could hear, but he knew that the super-solider in the way back could hear him too. "Remember when we were practicing with the team that one time and I threw you? And you made me promise to never do it again?"

"What? Kid, this is not the time–"

"I just wanted you to remember that I _did_ say no promises."

And with that, he turned sharply, grabbed ahold of the man, and flung him above the heads of the tac team with a warriors battle cry, _"Yeet!"_

He watched as the Captain perfectly snagged Mr. Stark out of the air before diving backwards off the roof. Taking advantage of the tac team's stunned silence, Peter turned and raced off the opposite edge of the building, scaling down the wall and around to the other side as he heard booted feet start running.

Shouts rang out above him as made it to the other side of the building and– what do you know, there was a boat.

Knowing that his choices were either stay there and get hauled back up to the roof by the men in black or perform his first audition as an olympic diver, Peter went with the latter. He launched himself off the side of the building, making sure not to jump too far unless he wanted to become a human pancake on the deck of that boat.

He waited until he was a few feet from the water, then flipped his body so that his feet entered the water first. The cold water stung his skin as he paddled his way up to the surface. He shook back his dripping hair, clearing his vision as his head broke the surface. He blinked away the excess water as he searched for the boat the he could've sworn had been there a second ago.

"Peter!"

He spun around, searching for the source of the voice. Steve was hanging on to bottom rung of the ladder attached to the side of the ship, his shoulders and head above the water. He had his right arm extended towards the teen as Peter swam over.

Once Peter was in reach, Steve grabbed ahold of his hand and pulled him in close. "Are you hurt?" He asked, assessing what part of Peter he could see, which wasn't much. Peter shook his head in reply, twisting his neck to stare back up at the rooftop.

It was oddly quiet. Maybe those guys were going to come out on a boat of their own?

"Where do you think they all went?" Peter asked as Steve gave him a boost up the ladder.

"This is a SHIELD vessel. Or something like SHIELD, I guess. When Tony sent me that message, I was on their aquatic base just a few miles out. Lucky thing too. Their guys are inside right now taking this organization down."

Peter felt a wave a relief wash through him before it was suddenly interrupted by a strike of fear. "Captain Rogers!" He said, turning and looking down behind him. "They know who I am. They know where I live and about my Aunt May and about me being Spider-Man– all of it. I don't know what–"

Steve reached up and patted Peter's calf reassuringly. "Relax, son. We'll take care of it. Let's get you inside and out of those wet things."

At the top, Captain Rogers led him down a hallway and into what appeared to be a medbay of some sort. It was there that found Mr. Stark basically being held down by two nurses.

"Mr. Stark, you need to stay off that foot," one of them was saying.

"I understand that, but I left the kid out there and I need to make sure he's okay."

"Mr. Stark, Captain Rogers is taking care of the situation," the second nurse interjected. "You need to stay on this cart."

"Okay but you're not listening to me. That idiot kid is going to get himself killed if I don't–"

Peter figured he should probably save those poor nurses. Mr. Stark hadn't been in here long, but five minutes with anyone behaving like that will do anyone harm.

"Mr. Stark!" He called, hastening past Captain Rogers. Tony looked up at the sound of the teen's voice. Both nurses faces displayed relief as their patient finally stopped fighting. One of them grabbed an ace bandage of the tray beside the bed and began to wrap the man's ankle.

Everyone knew that Tony Stark was not a touchy feely person. Therefore, it took Peter by surprise when Mr. Stark suddenly grabbed the kid and wrapped him in a tight hug. Peter wasted no time in reciprocating the gesture.

It didn't last long, but it was nice nonetheless. Mr. Stark let go and all but flopped back against the semi-reclined bed. He was silent for a moment as he scrubbed a hand over his face, then he stared up at Peter with a humorous spark in his eyes.

"Kid," he sighed, "as heroic that was, don't you ever _yeet_ me again."

Peter couldn't help the laugh the bubbled out of his throat. "Well you know what they say: practice makes perfect."

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I'll be trying my hand out at IronDad Bingo here pretty soon, so if you've enjoyed my writing style, watch out for the new series!

Thanks for reading guys! Drop me a review if you've got the time!


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